Section 644 — Corporations Act 2001 (Cth)

(1) If a target becomes aware of:

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

(b) an omission from the target’s statement of information required by section 638; or

(c) a new circumstance that:

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

(ii) would have been required by section 638 to be included in the target’s statement if it had arisen before the target’s statement was lodged;

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

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

Note 2: Section 670A makes it an offence to give a target’s statement after the target 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 target’s statement is not limited to the situations dealt with in this section.

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

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

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

Related sections

• s 641A — Use or disclosure of information obtained from target
• s 642 — Expenses of directors of target companies
• s 643 — Supplementary bidder’s statement
• s 645 — Form of supplementary statement
• s 646 — Consequences of lodging a supplementary statement
• s 647 — To whom supplementary statement must be sent

Research how courts apply s 644

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