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Road map - takeovers and reconstructions



Other topics | About the road map

Topic
  • Relevant interests
  • Exceptions to the takeovers prohibition
    - s611 exemptions
    - Downstream acquisitions
    -
    Underwriters/Brokers/institutional investors
    - Warrants
  • Conduct of the bidder
    - Announcing the withdrawing bid
    - Bidder's statement
    - Conditions
    - Minimum bid price
    - Variations to the bid and timing
    - Types/classes of securities
    - Foreign holders
    - Collateral benefits
    - Joint bids
    - Scrip bids


Relevant interests



RG 5 Relevant interests in unissued share capital
RG 9 Relevant interests in shares
RG 10 Classes of shares
RG 48 Takeovers aspects of options over shares
RG 74 Acquisitions agreed to by shareholders
RG 88 Trustee and nominee companies
RG 102 Tender offers by vendor shareholders
RG 128 Collective action by institutional investors
RG 143 Takeovers provisions: Warrants
RG 159 Takeovers, compulsory acquisitions and substantial holdings
CO 01/1542 Relevant interests, voting power and exceptions to the main takeover prohibition
CO 01/1599 Sydney Futures Exchange — participant's relevant interest and voting power
CO 03/634 Takeovers: listing rule escrow
CO 04/631 Associates: right to dispose of securities
INFO 50 Notifying the ASX about director's interests in company securities
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Exceptions to the takeovers prohibition



RG 10 Classes of shares
RG 171 Anomalies and issues in the takeover provisions
CO 01/1542 Relevant interests, voting power and exceptions to the main takeover prohibition

Section 611 exemptions
RG 159 Takeovers, compulsory acquisitions and substantial holdings
CO 01/1542 Relevant interests, voting power and exceptions to the main takeover prohibition

Downstream acquisitions
RG 71 Downstream acquisitions
CO 02/259 Downstream acquisitions: foreign stock markets
CO 05/84 JSE Securities Exchange South Africa added to ASIC's downstream acquisition takeover relief

Underwriters/brokers/institutional investors
RG 31 Acquisitions and disposals by a broker acting as principal
RG 61 Underwriting – application of exemptions
RG 128 Collective action by institutional investors
RG 145 Collateral benefits – Takeovers funding and pre-bid purchases

Warrants
RG 143 Takeovers provisions: Warrants
CO 02/924 Call warrant holder takeovers relief
CO 02/925 Call warrant takeovers relief
CO 02/926 Put warrant takeovers relief
CO 02/927 Warrant trustee takeovers relief
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Conduct of the bidder



RG 7 Calculating time periods
RG 25 Takeovers: false and misleading statements
RG 59 Announcing and withdrawing takeover bids (s653 and s746)
RG 145 Collateral benefits – Takeovers funding and pre-bid purchases
RG 159 Takeovers, compulsory acquisitions and substantial holdings
RG 163 Takeovers minimum bid price principle: s621
RG 171 Anomalies and issues in the takeover provisions
CO 03/635 Takeovers: consent to quote officials and publications

Announcing the withdrawing bid
RG 59 Announcing and withdrawing takeover bids (s653 and s746)

Bidder's statement
RG 11 Disclosure of offerors’ intentions in takeover documents
RG 25 Takeovers: false and misleading statements
RG 37 Takeovers—financing arrangements
RG 111 Content of expert reports
RG 112 Independence of experts
CP 69 Disclosing pro forma financial information (draft)
CO 00/344 Changes to a bidder's statement between lodgment and despatch
CO 01/1543 Takeover bids
CO 03/633 Takeovers: notice of variation
CO 03/635 Takeovers: consent to quote officials and publications
CO 04/1413 Bidder giving substantial holding notice
CO 07/429 Consent to quote: Citing credit ratings agencies, trading data and geological reports in takeovers

Conditions
RG 27 Takeovers: minimum acceptance conditions

Minimum bid price
RG 163 Takeovers: Minimum bid price principle
CO 00/2338 Relief from the minimum bid price principle — s621(3)

Variations to the bid and timing
RG 6 Variation of takeover offers
RG 25 Takeovers: false and misleading statements
CO 00/344 Changes to a bidder's statement between lodgment and despatch
CO 01/1543 Takeover bids
CO 03/633 Takeovers: notice of variation

Types/classes of securities
RG 10 Classes of shares
CO 00/343 Unmarketable parcels
CO 03/636 Takeovers: non-transferable employee securities

Foreign holders
RG 71 Downstream acquisitions
RG 72 Foreign securities prospectus relief
RG 163 Takeovers: Minimum bid price principle

Collateral benefits
RG 35 Collateral benefits in takeovers
RG 145 Collateral benefits – Takeovers funding and pre-bid purchases

Scrip bids
RG 72 Foreign securities prospectus relief
RG 171 Anomalies and issues in the takeover provisions
CO 00/343 Unmarketable parcels
CO 04/653 On-sale disclosure relief for scrip bids

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Conduct of target



RG 7 Calculating time periods
RG 159 Takeovers, compulsory acquisitions and substantial holdings

Target's statement
RG 25 Takeovers: false and misleading statements
RG 111 Content of expert reports
RG 112 Independence of experts
RG 171 Anomalies and issues in the takeover provisions
CO 03/635 Takeovers: consent to quote officials and publications
CO 07/429 Consent to quote: Citing credit ratings agencies, trading data and geological reports in takeovers

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Compulsory acquisitions



RG 159 Takeovers, compulsory acquisitions and substantial holdings
RG 171 Anomalies and issues in the takeover provisions
CO 01/1544 Compulsory acquisition following a takeover bid
CO 03/636 Takeovers: non-transferable employee securities

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Substantial holders



RG 7 Calculating time periods
RG 159 Takeovers, compulsory acquisitions and substantial holdings

Substantial holding notices
CO 04/1413 Bidder giving substantial holding notice

Conduct of substantial holder
RG 25 Takeovers: false and misleading statements
RG 128 Collective action by institutional investors

Tender offers by vendor holders
RG 102 Tender offers by vendor shareholders

Escrow
CO 03/634 Takeovers: listing rule escrow

Beneficial tracing notices
RG 86 Beneficial ownership notices
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Schemes of arrangement



RG 60 Schemes of arrangement
RG 72 Foreign securities prospectus relief
RG 71 Downstream acquisitions
RG 111 Content of expert reports
RG 112 Independence of experts
RG 142 Schemes of arrangement and ASIC review now superseded by RG 60
CO 04/653 On-sale disclosure relief for scrip bids

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Buy-backs



RG 110 Share buy-backs
RG 111 Content of expert reports
RG 112 Independence of experts
INFO 15 Cancellation of shares
INFO 56 Reduction in share capital

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Capital reductions



RG 12 Valuation reports and profit forecasts
RG 188 Disclosure in reconstructions
CO 07/10 Technical disclosure relief for reconstructions and capital reductions
INFO 15 Cancellation of shares
INFO 56 Reduction in share capital

Expert reports



RG 71 Downstream acquisitions
RG 111 Content of expert reports
RG 112 Independence of experts
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