Ann: Change of substantial holding for MGV, page-9

The Allens handbook on takeovers in Australia > Takeover bids (for companies and trusts)Takeover bids (for companies and trusts)There are two types of takeover bid: an off market bid and a market bid.Virtually all takeover bids are off-market because of the ability to include conditions.A bidder can waive conditions of its offers, but must do so at least 7 days before the offers close (the exception to this is what are called prescribed occurrence conditions which are a very narrow category of circumstances in relation to the target – see below). Common bid conditions include: minimum relevant interest threshold (often 90% to tie in with the compulsory acquisition threshold), regulatory approvals (eg foreign investment approval or anti-trust approval), no material adverse change in relation to the target, no material transactions by the target, and no ‘prescribed occurrences’ in relation to the target (eg no new equity issues, no insolvency events, and no sale of the main undertaking). The bidder must nominate a date, which must be between 7 and 14 days before the end of the offer period, on which it will notify the market on the status of its bid conditions. This date will usually be extended by the same period as any offer period .