• (a)the company is a—
  • (i)listed company;
  • (ii)public company which is not listed with more than 30 members; or
  • (iii)large private company with more than 30 members,

in this Part called a “target company”; and

• (b)because of the transaction, that person’s or someone else’s voting power in the company increases—
  • (i)from 30% or below 30%, to more than 30%; or
  • (ii)from a starting point that is above 30% and below 100%,

in this Part called a “takeover”.

• (a)the acquisition results from acceptance of an offer under a registered bidder’s statement;
• (b)the acquisition results from the exercise by a person of a power, or appointment as a receiver or manager of the property of a company;
• (c)throughout the 12 months before the acquisition that person has had voting power in the company of at least 29%, and as a result of the acquisition, the person would not have voting power in the company more than 5 percentage points higher than they had 12 months before the acquisition;
• (d)the acquisition results from an issue of securities that satisfies all of the following conditions—
  • (i)a company offers to issue securities in a particular class;
  • (ii)offers are made to every member who holds securities in that class to issue them with the percentage of the securities to be issued that is the same as the percentage of the securities in that class that they hold before the issue;
  • (iii)all of those members have a reasonable opportunity to accept the offers made to them;
  • (iv)agreements to issue are not entered into until a specified time for acceptances of offers has closed; and
  • (v)the terms of all the offers are the same;
• (e)the acquisition results from an issue of securities to existing members under a dividend reinvestment plan or bonus share plan, which is available to all members;
• (f)the acquisition results from an issue of interests in a managed investment scheme to its members under a distribution reinvestment plan, which is available to all members;
• (g)the acquisition results from an issue under a registered prospectus or registered offer document of shares in the company in which the acquisition is made if—
  • (i)the issue is to a promoter;
  • (ii)the registered prospectus or registered offer document is the first registered prospectus or registered offer document issued by the company; and
  • (iii)the prospectus disclosed the effect that the acquisition would have on the promoter’s voting power in the company;
• (h)the acquisition results from an issue under a registered prospectus or registered offer document of securities in the company in which the acquisition is made if—
  • (i)the issue is to a person as underwriter to the issue or sub-underwriter; and
  • (ii)the registered prospectus or registered offer document disclosed the effect that the acquisition would have on the person’s voting power in the company;
• (i)the acquisition results from another acquisition of a relevant interest in voting shares of a listed company, large private company or a listed managed investment scheme;
• (j)the acquisition is through a will or operation of law;
• (k)the acquisition results from an auction of forfeited shares conducted on-market;
• (l)the acquisition that results from a compromise or arrangement approved by the court under Part 36;
• (m)the acquisition that results from a buy-back authorised by section 220; or
• (n)the acquisition is approved by a special resolution passed at a general meeting of the company before the acquisition takes place, with no votes being cast in favour of the resolution by the person who proposes to make the acquisition or a related body corporate.

• (a)from 30% or below 30%, to more than 30%; or
• (b)from a starting point that is above 30% and below 100%,

in this Part, also called a “takeover”.

• (a)the acquisition results from acceptance of an offer under a registered bidder’s statement;
• (b)the acquisition results from the exercise by a person of a power, or appointment as a receiver or manager of the property of the listed managed investment scheme;
• (c)throughout the 12 months before the acquisition that person has had voting power in the scheme of at least 29%, and as a result of the acquisition, the person would not have voting power in the scheme more than 5 percentage points higher than they had 12 months before the acquisition;
• (d)the acquisition results from an issue of securities that satisfies all of the following conditions—
  • (i)a company offers to issue securities in a particular class;
  • (ii)offers are made to every member who holds securities in that class to issue them with the percentage of the securities to be issued that is the same as the percentage of the securities in that class that they hold before the issue;
  • (iii)all of those members have a reasonable opportunity to accept the offers made to them;
  • (iv)agreements to issue are not entered into until a specified time for acceptances of offers has closed; and
  • (v)the terms of all the offers are the same;
• (e)the acquisition results from an issue of securities to existing members under a dividend reinvestment plan or bonus share plan, which is available to all members;
• (f)the acquisition results from an issue of interests in a managed investment scheme to its members under a distribution reinvestment plan, which is available to all members;
• (g)the acquisition results from an issue under a registered prospectus or registered offer document of interests in the scheme in which the acquisition is made if—
  • (i)the issue is to a promoter;
  • (ii)the registered prospectus or registered offer document is the first registered prospectus or registered offer document issued by the company; and
  • (iii)the registered prospectus or registered offer document disclosed the effect that the acquisition would have on the promoter’s voting power in the company;
• (h)the acquisition results from an issue under a registered prospectus or registered offer document of interests in the scheme in which the acquisition is made if—
  • (i)the issue is to a person as underwriter to the issue or sub-underwriter; and
  • (ii)the registered prospectus or registered offer document disclosed the effect that the acquisition would have on the person’s voting power in the company;
• (i)the acquisition results from another acquisition of a relevant interest in voting shares of a listed company, large private company or a listed managed investment scheme;
• (j)the acquisition is through a will or operation of law;
• (k)the acquisition results from an auction of forfeited shares conducted on-market;
• (l)the acquisition that results from a compromise or arrangement approved by the court under Part 36;
• (m)the acquisition that results from a buy-back authorised by section 220; or
• (n)the acquisition is approved by a special resolution passed at a general meeting of the listed managed investment scheme before the acquisition takes place, with no votes being cast in favour of the resolution by the person who proposes to make the acquisition or a related body corporate.

• (a)make an offer, or cause an offer to be made on their behalf, if the person would contravene subsection (1) or (3) if the offer were accepted; or
• (b)issue an invitation, or cause an invitation to be issued on their behalf, if the person would contravene subsection (1) or (3) if—
  • (i)an offer were made in response to the invitation; and
  • (ii)the offer was accepted.