Form 501
(subsection 414(2))
Australian Company Number:
Corporations Act 2001
NOTICE TO DISSENTING SHAREHOLDER
(Note that in this form “dissenting shareholder” means a shareholder who has not assented to the scheme or contract mentioned in paragraph B, or who has failed or refused to transfer his or her shares to the transferee in accordance with that scheme or contract)
1. To
of
A. (insert name of person giving notice, in this form called “the transferee”) The transferee on (insert date) made
an offer to the holders of *shares in Limited/
*shares included in class of shares
in Limited for the transfer of those shares to the transferee, not being an offer made under a scheme or contract arising out of the making of takeover offers or a takeover announcement under the law relating to the acquisition of shares; and
B. the scheme or contract involving the transfer of those shares to the transferee was on or before (insert date) approved by the holders of not less than nine‑tenths in nominal value of the shares *in that company/*included in that class of shares, other than shares already held at the date of the offer by, or by a nominee for, the transferee (or, if the transferee is a company, its subsidiary); and
C. you are a dissenting shareholder of shares *in the company/ *included in that class of shares.
2. The transferee gives you notice under subsection 414(2) that the transferee desires to acquire those shares held by you.
3. You are entitled under subsection 414(7) to require the transferee, by a demand in writing served on the transferee within one month after the date on which this notice is given, to furnish to you a statement in writing of the names and addresses of all other dissenting shareholders shown in the register of members.
*4. You are entitled not later than the expiration of one month after the date on which this notice is given or 14 days after the date on which a statement is supplied to you under subsection 414(7), whichever is the later, to elect, by notice to the transferee, which of the alternative terms offered to the approving shareholders under the scheme or contract you prefer. The alternative terms are as follows:
5. Unless, on application made by you within one month after the date on which this notice is given or within 14 days after a statement is supplied to you under subsection 414(7), the Federal Court of Australia or the Supreme Court of (State or Territory) orders otherwise, the transferee will be entitled and bound subject to subsection 414(7) to acquire your shares:
on the terms on which under the scheme or contract the shares of the approving shareholders are to be transferred to the transferee; or
if alternative terms were offered — on the terms for which you have elected; or
if you have not so elected — on whichever of those terms the transferee determines unless the Court otherwise orders.
Dated
(signature of transferee)
*Omit if not applicable
DIRECTION
Requirements relating to annexures are set out in regulation 1.0.06.
This Act’s bill:Explanatory statement
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