Corporations Act 2001

If the offers under an off‑market bid are subject to a defeating condition, the bidder may free the offers, and the takeover contracts, from the condition only by giving the target a notice declaring the offers to be free from the condition in accordance with this section:

if the condition is that the bidder may withdraw unaccepted offers if an event or circumstance referred to in subsection 652C(1) or (2) occurs in relation to the target—not later than 3 business days after the end of the offer period; or

in any other case—not less than 7 days before the end of the offer period.

The notice must:

state that the offers are free from the condition; and

specify the bidder’s voting power in the company.

The notice must be:

if the securities in the bid class are quoted—given to the relevant market operator; and

if those securities are not quoted—lodged with ASIC.

An offence based on subsection (3) is an offence of strict liability.

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