Corporations Act 2001

A target’s statement must include all the information that holders of bid class securities and their professional advisers would reasonably require to make an informed assessment whether to accept the offer under the bid.

However, the statement must contain this information:

only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in the statement; and

only if the information is known to any of the directors of the target.

A defendant bears an evidential burden in relation to the matters in subsection (1A), see subsection 13.3(3) of the Criminal Code.

In deciding what information should be included under subsection (1), have regard to:

the nature of the bid class securities; and

if the bid class securities are interests in a managed investment scheme—the nature of the scheme; and

the matters that the holders of bid class securities may reasonably be expected to know; and

the fact that certain matters may reasonably be expected to be known to their professional advisers; and

the time available to the target to prepare the statement.

A target’s statement must contain a statement by each director of the target:

recommending that offers under the bid be accepted or not accepted, and giving reasons for the recommendation; or

giving reasons why a recommendation is not made.

The statement under subsection (3) must be made by:

if the target is under administration—the liquidator or administrator; or

if the target has executed a deed of company arrangement that has not yet terminated—the deed’s administrator.

The target’s statement may only include, or be accompanied by, a statement by a person, or a statement said in the target’s statement to be based on a statement by a person, if:

the person has consented to the statement being included in the target’s statement, or accompanying it, in the form and context in which it is included; and

the target’s statement states that the person has given this consent; and

the person has not withdrawn this consent before the target’s statement is lodged with ASIC.

The target must keep the consent.

An offence based on subsection (1), (3), (5) or (6) is an offence of strict liability.

For strict liability, see section 6.1 of the Criminal Code.