Takeovers and Buy-backs (Bid Offers) Overview

Table of Contents


Bid Offers Overview

The CSP facilitates the processing of Bid Offers; being Takeover Offers (Off-Market, including Proportional Bids), Buy-back Offers (Off-Market Equal Access) and Reinvestment Offers. This functionality is enabled through the:

For further details on Takeovers and Buy-backs, refer to the Off-Market Takeovers and Off-Market Buy-backs Lifecycle.

Offeror refers to the party that is offering to acquire shares ("Target securities"), either:

  • in the case of a Takeover; the bidding company, or an agent of the bidding company proposing the Takeover;
  • in the case of a Buy-back; an Issuer (Registry), or an agent of the Issuer that is buying back securities from an eligible Account Holder; or
  • in the case of a Reinvestment Offer; an Issuer (Registry), or an agent of the Issuer.

Bid Elections

Through the Bid Election process, either a Controlling Participant or an Offeror may initiate an acceptance of a Bid Offer on behalf of an Account Holder.

Controlling Participant

Where a Bid Offer is accepted by a Controlling Participant, the CSP will create a sub-position in the Account (HIN) for the accepted securities. Additional acceptances in the same security and Bid Offer will result in an aggregation of the sub-position unit quantity. The security units held in the sub-position will be locked and unavailable for further action without the authorisation of either the Offeror or Controlling Participant. The Controlling Participant's Bid Election will be forwarded to the Offeror by the CSP. In certain circumstances, a Controlling Participant's Bid Election may be rejected by the Offeror (within two business days of receipt).

Should the Bid Election be rejected by the Offeror, the units locked in the Controlling Participant's Account (HIN) sub-position will be unlocked by the CSP and returned to the Controlling Participant as available units.

Offeror Initiated

Where a Bid Election is initiated by an Offeror, the Bid Election will have a status of pending until accepted by the Controlling Participant. Acceptance by the Controlling Participant triggers the creation or updating of a sub-position in the Account (HIN) for the subject securities.

The table below outlines the outcomes that will occur depending on the Controlling Participant's response.

Controlling Participant ResponseOutcome
AcceptanceThe CSP will create or update a sub-position in the Account (HIN) for the security units that are the target of the Bid Offer. These units will be locked and unavailable for settlement until transferred.
RejectionA sub-position in the Account (HIN) will not be created for the security units.
No ResponseWhere there is no response, the CSP will perform housekeeping and the Bid Election will be housekept after two business days.

Bid Election Withdrawal

While the Bid Offer is open and not the subject of compulsory acquisition, refer to the Off-Market Takeovers and Off-Market Buy-backs (Bid Offers) Lifecycle, either a Controlling Participant or Offeror may initiate a request to withdraw an accepted Takeover or Buy-back Bid Offer on behalf of an Account Holder.

Controlling Participant Initiated

Where a Bid Election Withdrawal is initiated by a Controlling Participant, the withdrawal request will be in a pending authorisation status until a response is received from the Offeror.

The table below outlines the outcomes that will occur depending on the Offeror's response.

Offeror ResponseOutcome
AcceptanceThe units locked in the Controlling Participant's Account (HIN) sub-position will be unlocked by the CSP and returned to the Controlling Participant as available units.
RejectionThere will be no change to the locked units, they will remain locked in the sub-position unless transferred to the Offeror.
No ResponseWhere there is no response, the CSP will perform housekeeping and the withdrawal request will be housekept after two business days.

Offeror Initiated

Where a Bid Election Withdrawal is initiated by an Offeror, the CSP will process the withdrawal by unlocking any units in the Controlling Participant's Account (HIN). These units will return to the Controlling Participant as available units.

Once the Bid Offer Transfer Process occurs, the Account Holder cannot initiate a Bid Election Withdrawal for the transferred units.

Bid Offer Transfer

The Bid Offer Transfer Process will be effected in the event:

  • for a Buy-back or Reinvestment Offer; the Account Holder has indicated acceptance via a Bid Election and the Bid Election is successful; or
  • for a Takeover; the Bid Offer is declared free of all Conditions.

Where the above conditions are met, the Offeror may request that the CSP transfer the security units to their Account (HIN) from the sub-position held in Controlling Participant's Account (HIN). Subsequently, the units held in the sub-position that are transferred will be under the control of the Offeror.

Compulsory Acquisition

Compulsory Acquisition occurs in accordance with Sections 661B or 664C of the Corporations Act 2001 (Cth), and results in the Offeror acquiring all remaining security holdings.

Bid Finalisation, Lapse and Withdrawal

The Bid Finalisation, Lapse and Withdrawal Process will be performed by the CSP where:

  • the Bid Offer was Closed and ASX Operations have been notified of the Finalisation;
  • the Bid Offer was Lapsed; or
  • the Bid Offer was Withdrawn.

During this process, the CSP will unlock any units in the Account (HIN) and return those units as available units.




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