Section 650F — Corporations Act 2001 (Cth)

(1) If the offers under an off‑market bid are subject to a defeating condition, the bidder may free the offers, and the takeover contracts, from the condition only by giving the target a notice declaring the offers to be free from the condition in accordance with this section:

(a) if the condition is that the bidder may withdraw unaccepted offers if an event or circumstance referred to in subsection 652C(1) or (2) occurs in relation to the target—not later than 3 business days after the end of the offer period; or

(b) in any other case—not less than 7 days before the end of the offer period.

(2) The notice must:

(a) state that the offers are free from the condition; and

(b) specify the bidder’s voting power in the company.

(3) The notice must be:

(a) if the securities in the bid class are quoted—given to the relevant market operator; and

(b) if those securities are not quoted—lodged with ASIC.

(4) An offence based on subsection (3) is an offence of strict liability.

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

Related sections

• s 650C — Off‑market bids—extension of offer period
• s 650D — Off‑market bids—method of making variation
• s 650E — Right to withdraw acceptance
• s 650G — Contracts and acceptances void if defeating condition not fulfilled
• s 651A — Off‑market bid—effect on bid consideration of purchases made outside bid
• s 651B — How to make an election for new forms of consideration

Research how courts apply s 650F

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