Takeovers Code Approval Amendment Regulations 2007
Rule 24: Offer period
Rule 24 is amended by revoking subclauses (3) and (4).
New rules 24A and 24B inserted
The following rules are inserted after rule 24:
Extension of offer period
"(1)
The offer period may be extended by a variation of the offer, but, subject to subclause (2) and rule 24B, must not be extended beyond the maximum period.
"(2)
The Panel may extend the offer period by an order made under section 32(4)(d) of the Act, and the order may extend the offer period beyond the maximum period.
"(3)
The additional period for which an offer is extended under subclause (1) or (2) or rule 24B is deemed to be included in the offer period for the purposes of this code unless otherwise expressly provided.
"(4)
In this rule and in rules 24B and 25(3A), maximum period means the period of 90 days beginning with the date of the offer.
Extension of offer period in case of full offer conditional at outset as to level of acceptances
"(1)
This rule applies only to a full offer and only if-
"(a)
the offer at its outset was subject to a condition or conditions as to a minimum level of acceptances; and
"(b)
the condition or conditions have been satisfied or waived before the end of the offer period.
"(2)
The offer period in respect of an offer to which this rule applies may be extended beyond the maximum period by a period of up to 60 days beginning on the day on which the offer becomes unconditional as to a minimum level of acceptances."
Rule 25: Conditions
(1)
Rule 25 is amended by revoking subclause (3) and substituting the following subclauses:
"(3)
The specified date referred to in subclause (2) may be changed to a later specified date if the offer is varied under rule 27(e).
"(3A)
The latest specified date referred to in subclause (2) or (3) must not be later than 14 days, or, if the acquisition requires statutory approval, 30 days, after the end of the offer period (excluding any part of the offer period that is extended beyond the maximum period under rule 24B)."
(2)
Rule 25(4) is amended by omitting "subclause (3)" and substituting "subclause (3A)".
Rule 27: Permissible variations
Rule 27 is amended by revoking paragraphs (c) and (d) and substituting the following paragraphs:
"(c)
to add to the offer a cash alternative (if the directors of the target company have given their prior written approval):
"(d)
to extend the offer period in accordance with rule 24A or 24B:
"(e)
if the offer period is extended, to vary the date that must be specified under rule 25(2), provided that the date is not varied by more than the period of time by which the offer period is extended."
Rule 28: Variation notice
Rule 28 is amended by adding the following subclauses:
"(3)
If the offer is subject to conditions that have not been satisfied or waived and the variation extends the offer period, the notice referred to in subclause (1) must specify the date by which the offer is to become unconditional.
"(4)
In the case of a variation of a kind referred to in rule 31(2) or (3), the notice must-
"(a)
prominently set out the relevant rights and obligations of the offerees under rules 31(2) to (5), 32(2), and 33; and
"(b)
be accompanied by a form, for acceptance of the variation, that is consistent with the rights and obligations of the offerees referred to in paragraph (a); and
"(c)
be accompanied by any documents necessary to revest in the offeror any consideration that must be returned by the offeree."
Rule 29: Timing of variation
Rule 29 is amended by revoking subclause (3) and substituting the following subclause:
"(3)
Subclause (1) does not apply in the case of a full offer if-
"(a)
the offer is varied only by-
"(i)
extension of the offer period; or
"(ii)
extension of the offer period and consequent change of the specified date referred to in rule 25(2); and
"(b)
the offer is, or has become, unconditional as to level of acceptances."
Rule 30: Further reports required for certain variations
(1)
Rule 30 is amended by revoking paragraph (b) and substituting the following paragraphs:
"(b)
the further report must contain the information specified in Schedule 3; and
"(c)
unless subclause (2) applies, the further report must accompany the variation notice sent under rule 28(1); and
"(d)
the variation notice must contain a statement as to how the consideration and terms of the offer, as varied, have been calculated so as to be fair and reasonable as between the classes of securities."
(2)
Rule 30 is amended by adding the following subclauses as subclauses (2) to (4):
"(2)
If the variation notice will be sent under rule 28 before the target company statement is sent under rule 46(a)(ii), the offeror must send the further report to the target company and the Panel at the same time that the offeror sends the variation notice under rule 28.
"(3)
If subclause (2) applies, the further report must accompany the target company statement that the target company sends under rule 46(a)(ii).
"(4)
The further report must not be sent to offerees before the target company statement has been sent to offerees."
