ob体育 has remade seven legislative instruments relating to takeovers, compulsory acquisitions and relevant interests. These instruments were due to automatically repeal and cease operation (鈥榮unset鈥�) on 1 October 2023 if not remade.
The relief is contained in the following seven legislative instruments:
- ob体育 Corporations (Changing the Responsible Entity) Instrument 2023/681;
- ob体育 Corporations (Takeover Bids) Instrument 2023/683;
- ob体育 Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684;
- ob体育 Corporations (Bidder Giving Substantial Holding Notice) Instrument 2023/685;
- ob体育 Corporations (On-Sale Disclosure Relief for Scrip Bids and Schemes of Arrangement) Instrument 2023/686;
- ob体育 Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687;听补苍诲
- ob体育 Corporations (Replacement Bidder鈥檚 and Target鈥檚 Statements) Instrument 2023/688 (together, the Instruments).
The relief was remade following public consultation in Consultation Paper 365 Remaking ob体育 class orders on takeovers, compulsory acquisitions and relevant interests (CP 365) which was issued in November 2022 (refer 22-331MR).
Details of the submissions received are contained in REP 773 Response to submissions on CP 365.
Based on consultation feedback, ob体育 considered that the sunsetting instruments were operating effectively and efficiently and continue to form a necessary and useful part of the legislative framework. Accordingly, the relief embodied in the Instruments is on substantially the same terms as the sunsetting instruments, with the exception of the following amendments that:
- extend the scope of subsection 617(2) to derivatives to addresses an ambiguity where certain performance rights may not meet the definition of 鈥榮ecurities鈥� under subsection 92(3) and therefore fall outside the scope of subsection 617(2) (ob体育 Instrument 2023/683);
- provide that a bidder may nominate a shorter period for payment of bid consideration than is otherwise required by subsection 620(2) (ob体育 Instrument 2023/683);
- provide that securities acquired on-market by the bidder in reliance on the exemption provided in item 2 of section 611 are included for the purposes of the 75% calculation in subparagraph 661A(1)(b)(ii) (ob体育 Instrument 2023/684);
- remove the requirement to lodge a supplementary bidder鈥檚 statement in order to lodge and dispatch a replacement bidder鈥檚 statement (ob体育 Instrument 2023/688);
- allow the lodgement and dispatch of a replacement target鈥檚 statement (ob体育 Instrument 2023/688); and
- clarify the timing for dispatch of the target鈥檚 statement in a market bid where a replacement bidder鈥檚 statement is lodged (ob体育 Instrument 2023/688).
On 21 September 2023, Schedule 5 of the commenced and moved matters in Class Order Relevant interests, voting power and exceptions to the general prohibition into the Corporations Act 2001. It is therefore unnecessary for ob体育 to remake [CO 13/520] which was consulted on in CP 365.
Download
- REP 773 Response to submissions on CP 365 Remaking ob体育 class orders on takeovers, compulsory acquisitions and relevant interests
- Submissions to CP 365
Background
Under the Legislation Act 2003, all class orders are repealed automatically or 鈥榮unset鈥� after a period (usually 10 years) unless ob体育 takes action to preserve them. This ensures that legislative instruments like class orders are kept up-to-date and only remain in force while they are fit for purpose and relevant.
Where an instrument is operating effectively and efficiently and still serves a regulatory purpose, ob体育 will consult on remaking it even if only minor changes are proposed.