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Road map - takeovers and reconstructions



Other topics | About the road map

Topic
  • Relevant interests and substantial holdings
    (including relevant interest concept, 'voting power' and associations, escrow arrangements and substantial holding notices)
    - Time periods
    - Institutional investors
    - Beneficial tracing notices
    - Director notification
    - Forms
  • Exceptions to the takeovers prohibition
    (including s611 exemptions: on-market purchases, creeping acquisitions, rights issues, underwriting, and acquisitions by brokers: client facilitation)
    - Downstream acquisitions
    -
    Institutional investors
  • Takeover bids
    (including formulating offers: classes, conditions, collateral benefits, joint bids and schemes, and conduct during the bid: variation, acceptances and non-compliant bids)
    - Disclosures to target holders (including bidder's and target's statements, consents)
    - False and misleading statements
    - Time periods
    - Announcing / withdrawing the bid
    - Minimum bid price
    - Share and interest sale facilities
    - Foreign holders
    - Scrip bids
    - Acquisitions approved by members


See: Cross-references: takeovers guidance June 2013 to previous guides


Relevant interests and substantial holding notices



RG 5 Relevant interests and substantial holding notices
RG 222 Substantial holding disclosure: Securities lending and prime broking
CO 04/523 Investor directed portfolio services takeovers relief
CO 11/272 Substantial holding disclosure: securities lending and prime broking
CO 12/1209 Relevant interests, ASIC and ASIC Chairperson
CO 13/520 Relevant interests, voting power and exceptions to the general prohibition
CO 13/524 Bidder giving substantial holding notice
CO 13/526 Warrants: Relevant interests and associations

Time periods
RG 7 Calculating time periods

Institutional investors
RG 128 Collective action by institutional investors
CO 00/455 Collective action by institutional investors

Beneficial tracing notices
RG 86 Beneficial ownership notices

Director notification
RG 193 Notification of directors' interests in securities – Listed companies
CO 01/1519 Disclosure of directors' interests
INFO 50 Notifying the ASX about directors' interests in company securities

Forms
Form 603 Notice of initial substantial holder
Form 604 Notice of change of interests of substantial holder
Form 605 Notice of ceasing to be a substantial holder
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Exceptions to the takeovers prohibition



RG 6 Takeovers: Exceptions to the general prohibition
RG 60 Schemes of arrangement
RG 74 Acquisitions agreed to by shareholders
RG 101 On-market buy-backs by ASX-listed schemes
RG 110 Share buy-backs
CO 07/422 On-market buy-backs by ASX-listed schemes
CO 09/459 Takeovers relief for accelerated rights issues
CO 13/520 Relevant interests, voting power and exceptions to the general prohibition
CO 13/521 Takeover bids

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

Institutional investors
RG 128 Collective action by institutional investors
CO 00/455 Collective action by institutional investors
Back to topic list

Takeover bids



RG 9 Takeover bids
CO 13/521 Takeover bids
CO 13/523 Citation of experts and consent to quote
CO 13/524 Bidder giving substantial holding notice
CO 13/525 On-sale disclosure relief for scrip bids and schemes of arrangement
CO 13/528 Changes to a bidder's statement between lodgement and despatch

Disclosures to target holders
RG 9 Takeover bids
RG 55 Statements in disclosure documents and PDSs: Consent to quote
RG 66 Transaction-specific disclosure
RG 111 Content of expert reports
RG 112 Independence of experts
RG 170 Prospective financial information
RG 228 Prospectuses: Effective disclosure for retail investors
RG 230 Disclosing non-IFRS financial information
CO 07/429 Consent to quote: Citing credit ratings agencies, trading data and geological reports in takeovers

False and misleading statements
RG 25 Takeovers: false and misleading statements

Time periods
RG 7 Calculating time periods

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

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

Share and interest sale facilities
RG 161 Share and interest sale facilities

Foreign targets
RG 71 Downstream acquisitions

Scrip bids
RG 72 Foreign securities prospectus relief
CO 13/525 On-sale disclosure relief for scrip bids and schemes of arrangement

Acquisitions approved by members
RG 74 Acquisitions approved by members
Back to topic list
Back to topic list

Compulsory acquisitions



RG 10 Compulsory acquisitions and buy-outs
CO 13/522 Compulsory acquisitions and buy-outs

Expert reports
RG 111 Content of expert reports
RG 112 Independence of experts

Forms
Form 6021 Notice of compulsory acquisition following takeover bid
Form 6022 Notice of right of buy out to remaining holder of securities following a takeover bid
Form 6023 Notice of right of buy out to holders of convertible securities following a takeover bid
Form 6024 Notice of compulsory acquisition
Form 6025 Notice of right of buy out to holders of convertible securities by 100% holder

Back to topic list

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
CO 13/525 On-sale disclosure relief for scrip bids and schemes of arrangement

Back to topic list

Buy-backs



RG 101 On-market buy-backs by ASX-listed schemes
RG 110 Share buy-backs
RG 111 Content of expert reports
RG 112 Independence of experts
CO 07/422 On-market buy-backs by ASX-listed schemes
INFO 15 Cancellation of shares
INFO 56 Reduction in share capital

Back to topic list

Capital reductions



RG 111 Content of expert reports
RG 112 Independence of experts
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
Back to topic list

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