First and foremost I am no expert in corporate law so I did some light reading so yes n00bmasta the prior post of not allowed to extend the offer period in the last five trading days before the end of the offer period without increase the offer"" are for Market takeovers. Being an unconditional Off Market takeover as set out below makes it different. There are many clauses and sub clauses in the takeovers.gov.au and asic.gov.au legislation so please DYOR or if you have a fair amount of Smackaroos on it and if in doubt get legal advice
From--- http://www.takeovers.gov.au/content...mmary_of_takeover_provisions_in_australia.htm
Types of bids
There are 2 types of takeover bids: off-market bids and market bids. The provisions dealing with the main features of the offers differ depending on the type of bid.
A bid can relate to any class of securities.
The differences between market and off-market bids include:
• consideration under a market bid must be cash only, while an off-market bid may offer any form of consideration (including cash, securities or a combination of both)
• a market bid can only extend to quoted securities, while off-market bids may be for quoted or unquoted securities
From PXG ASX
Announcement
16 October
2015
PHOENIX GOLD TAKEOVER OFFER NOW UNCONDITIONAL AND OFFER PERIOD EXTENDED
Evolution Mining (ASX: EVN) has today declared its takeover offer for all the ordinary shares in Phoenix Gold Limited (Phoenix) free from all remaining conditions set out in section 13.8 of its Bidder’s Statement. Accordingly, the Phoenix offer is now unconditional. A formal notice declaring the offer unconditional required
By section 650F of the Corporations Act 2001 (Cth), was given to Phoenix today
and is attached to this announcement
From--- http://download.asic.gov.au/media/1236869/rg9.pdf
Variation of offers
Key points
A bidder may only vary the offers under an off-market bid in accordance with s650A−650D. The bidder may improve the consideration on offer or extend the offer period but must offer withdrawal rights in certain circumstances Extending the offer period under an off-market bid
RG9.419
Section 650C permits a bidder to extend an unconditional bid at any time before the end of the offer
period. However, where a bid is subject to a defeating condition, an extension of the offer period is only permitted after the bidder has given its s630(3) notice if certain events in relation to a competing offer occur: s650C(2
And then finally
To:
Company Announcements Office;
and Phoenix Gold Limited From: The Company Secretary
Date: 8 December 2015
Subject: Notice of status of defeating conditions
Evolution Mining Limited (Evolution) has made offers under an off
- market takeover bid for all the ordinary shares in Phoenix Gold Limited ABN 55 140 269 316 (Phoenix) that it does not already own(Offers). The Offers are contained in a bidder’s statement dated
11 September 2015 (and any supplements or variations)(Bidder’s Statement).
For the purposes of section630(3) of the Corporations Act 2001(Cth), Evolution gives notice that:
1. so far as it knows, the condition in section 13.8(b) (Evolution Share price condition) of the Bidder’s Statement has been fulfilled;
2. the Offers have been freed of the remaining defeating conditions contained in section 13.8 of the Bidder’s Statement; and 3 its voting power in Phoenix is 82.16%
Hmmmmmmmm!!!!!!!!! extension coming "Dunno; Could be" ??????????????????????
Regards All
BreakfastCoffee
PXG Price at posting:
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