media release

IR 05-58 ASIC gives relief for unsolicited offers to acquire shares in a foreign company

Published

The Australian Securities and Investments Commission (ASIC) has granted relief from the Corporations Act 2001 (the Act) to those making unsolicited offers to holders of shares in a foreign company under a foreign regulated takeover bid.

ASIC Class Order [CO 05/850] gives relief from disclosure provisions of the Act that regulate the making of unsolicited offers to purchase financial products off-market: Div 5A of Part 7.9. The provisions require that unsolicited offers include the following information:

  • if the financial products are quoted, the market price of the financial product; or
  • if the financial products are unquoted, a fair estimate of the value of the financial product as at the date of the offer and an explanation of the basis on which the estimate was made.

Offers under an Australian off-market takeover bid are exempted from the unsolicited offer requirements: paragraph 1019D(1)(d)(iv). Relief for foreign regulated takeover bids is consistent with this exemption.

‘Under an Australian takeover bid, there is adequate disclosure about the offer as a substitute for disclosure under the unsolicited offer provisions. Our class order extends relief to takeover bids in countries with takeover regulation (particularly disclosure requirements) comparable to Australian takeover regulation’, Mr Andrew Fawcett, ASIC’s Assistant Director of Regulatory Policy said.

Class Order [CO 05/850] applies to takeovers regulated in Canada, France, Germany, Hong Kong, Italy, Japan, Malaysia, The Netherlands, New Zealand, South Africa, Singapore, Switzerland, The United Kingdom and The United States of America.

The foreign takeover bid must involve an offer to all holders of securities in the foreign company in the same class.

ASIC may give case-by-case relief for a takeover bid regulated in another jurisdiction if the applicant satisfies it that the takeover is subject to regulation (particularly disclosure requirements) comparable to Australian regulation.

A copy of [CO 05/850] can be downloaded from www.asic.gov.au/co.

End of release

Download a copy of [CO 05/850] Unsolicited offers under a regulated foreign takeover bid