suspension , page-52

How many apply to what our board has accepted?
Or is it easier to say whoich don't apply?

Australian Givernment Takeovers Panel Guidance Note 1: Unacceptable Circumstances

32. Section 602 sets out the purposes of chapter 6.
a. the acquisition of control over voting shares takes place in an efficient, competitive and informed market.

Examples involving possible unacceptable circumstances:
1. information deficiency37
2. a false market in securities the subject of a bid
3. the lockout of rival bids38
4. departure from a 'truth in takeovers' statement39
5. failure to have (and maintain) a reasonable basis to believe you will be able to pay the cash component offered in a bid40
6. failure to issue consideration securities41
7. the refusal to reverse transactions entered in error and promptly notified42
8. excessive broker handling fees43
9. uncertainty concerning the effect of conditions of a bid44
10. uncertainty about whether a bid will be made and its terms45
11. an agreement taking a person's interest over 20% that restrains disposal of shares in reliance on section 609(7) and the restraint is not lifted should the 'acquirer' announce a takeover or scheme before shareholder approval or an ASIC exemption has been obtained
12. excessive break fees.
b. the holders of shares and the directors: i. know the identity of a person who proposes to acquire a substantial interest
ii. have a reasonable time to consider the proposal and
iii. are given enough information to enable them to assess the merits of the proposal

Examples involving possible unacceptable circumstances:
1. failure to provide information under ASX Listing Rules or ss643, 644 or 630
2. failure to comply with substantial holding notices and tracing notices under Chapter 6C46
3. failure to disclose the intentions of the bidder concerning future relations between the target and the current shareholders of a co-operative47
4. using reports for a different purpose than intended48
5. failure to provide the qualifications of the person who prepared a report
6. failure to disclose the basis of comparison between a bid price and "comparable" transactions49
7. use of "inside" information (which may also breach the insider trading provisions)50
8. a change of control, or a material effect on control by an issue of shares as consideration for a bid, that either disenfranchises shareholders or does not meet the policy of chapter 6 (even if strictly it satisfies item 4 of section 611 - acquisitions that result from acceptance of a bid).51

Examples involving possible unacceptable circumstances:
1. maximum acceptance conditions
2. uncommercial pricing of a rights issue55
3. deflating the price for shares that are the subject of the bid56
4. frustrating a bid57