Section 643 — Corporations Act 2001 (Cth)

(1) If a bidder becomes aware of:

(a) a misleading or deceptive statement in the bidder’s statement; or

(b) an omission from the bidder’s statement of information required by section 636; or

(c) a new circumstance that:

(i) has arisen since the bidder’s statement was lodged; and

(ii) would have been required by section 636 to be included in the bidder’s statement if it had arisen before the bidder’s statement was lodged;

that is material from the point of view of a holder of bid class securities, the bidder must prepare a supplementary bidder’s statement that remedies this defect.

Note 1: The bidder must then send and lodge the supplementary bidder’s statement in accordance with section 647.

Note 2: Section 670A makes it an offence to give a bidder’s statement after the bidder has become aware of a misleading or deceptive statement, omission or new circumstance that is material from the point of view of a holder of securities to whom the statement is given (unless the deficiency is corrected).

Note 3: The power to issue a supplementary bidder’s statement is not limited to the situations dealt with in this section.

Note 4: This section applies to a bidder’s statement that has already been previously supplemented.

(2) For an offence based on subsection (1), strict liability applies to the conduct, that the bidder must prepare a supplementary bidder’s statement that remedies the defect.

Note: For strict liability, see section 6.1 of the Criminal Code.

Related sections

• s 641 — Target must inform bidder about securities holdings
• s 641A — Use or disclosure of information obtained from target
• s 642 — Expenses of directors of target companies
• s 644 — Supplementary target’s statement
• s 645 — Form of supplementary statement
• s 646 — Consequences of lodging a supplementary statement

Research how courts apply s 643

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