Section 654C — Corporations Act 2001 (Cth)

(1) A bidder making a bid for securities of an unlisted company must give the target a notice stating the bidder’s voting power in the target if, at a particular time during the bid period, the bidder’s voting power in the target rises from below a percentage in the following list to that percentage or higher:

(a) 25%;

(b) 50%;

(c) 75%;

(d) 90%.

(2) The notice must be given as soon as practicable, and in any event within 2 business days, after the rise in voting power occurred.

(3) The target must:

(a) make the notice available at its registered office for inspection without charge by any holder of bid class securities during the bid period; and

(b) lodge the notice with ASIC.

(4) An offence based on subsection (1) or (3) is an offence of strict liability.

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

Related sections

• s 653B — Acceptances by transferees and nominees of offers made under off‑market bid
• s 654A — Bidder not to dispose of securities during the bid period
• s 654B — Disclosures about substantial shareholdings in listed companies
• s 655A — ASIC’s power to exempt and modify
• s 655B — Notice of decision and review rights
• s 656A — Review of exercise of exemption or modification powers

Research how courts apply s 654C

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