South Australian Consolidated Acts South Australian Consolidated Acts289—Announcement of proposed takeovers concerning proposed company
(1) This section
applies to an offer to purchase shares in a co-operative made as part of a
proposal for, or that is conditional on, the registration of
the co-operative as a company ("the proposed company") under the Corporations
Act.
(2) A person must not
make a public announcement to the effect that the person proposes, or that the
person and another person or other persons together propose, to make takeover
offers, or to cause a takeover announcement to be made, in relation to
the proposed company if—
(a) the
person knows that the announcement is false or is recklessly indifferent as to
whether it is true or false; or
(b) the
person has no reasonable grounds for believing that the person, or the person
and the other person or persons, will be able to perform obligations arising
under the scheme or announcement or under the Corporations Act in connection
with the scheme or announcement if a substantial proportion of the offers or
the offers made under the announcement are accepted.
Maximum penalty: $20 000 or imprisonment for 5 years, or both.
(3) If a person makes
a public announcement to the effect that the person proposes, or that the
person and another person or other persons together propose, to make a
takeover bid in relation to the proposed company, the person must proceed to
make a takeover bid in relation to shares in the company in accordance with
the public announcement within 2 months after the day on which the company is
incorporated.
Maximum penalty: $10 000 or imprisonment for 2 years, or both.
(4) A person is not
liable to be convicted of more than one offence under subsection (3) in
respect of any one public announcement.
(5) A person who
contravenes this section (whether or not the person is convicted of an offence
for the contravention) is liable to pay compensation to any other person who
suffered loss as a result of entering into a transaction with respect to
shares in reliance on the public announcement concerned.
(6) The amount of that
compensation is the difference between the price of the shares at which the
transaction was entered into and the price of the shares at which the
transaction would have been likely to have been entered into if the person had
not made the public announcement.
(7) A person is not
guilty of an offence for a contravention of subsection (3) and is not
liable to pay compensation in respect of the contravention if it is proved
that the person could not reasonably have been expected to make the takeover
bid concerned—
(a) as a
result of circumstances that existed at the time of the making of the public
announcement but of which the person had no knowledge and could not reasonably
have been expected to have knowledge; or
(b) as a
result of a change in circumstances after the making of the announcement,
other than a change in circumstances caused directly or indirectly by the
person.
(9) Expressions used
in this section have the same meaning as in section 631 of the Corporations
Act.