Ann: TOV: MAK - Minemakers Limited - Panel Receiv, page-5

re: Ann: MAK: TOV: MAK - Minemakers Limited -...
Section 636 of your Corporations Act might be the relevant legislation that deals with the content of a bidder's statement, but I am not a lawyer so I don't know. It sounds like the bidder has to include information that is MATERIAL to the target shareholders making a soundly based decision on whether to accept the offer. The Act does not seem to specify which date's closing share prices should be used to guide the target shareholders to make their decision. The other place to look are the ASX Rule book and possibly the ASX Listing Agreement. No time to look at the latter two.
Below is the relevant bit of Section 636:

Bidder's statement content
(1) A bidder's statement must include the following:


.... (for brevity I have omitted most of it) ...



(m) any other information that:

(i) is material to the making of the decision by a holder of bid class securities whether to accept an offer under the bid; and

(ii) is known to the bidder; and

(iii) does not relate to the value of securities offered as consideration under the bid.

The information that the bidder must disclose under subparagraph (k)(i) and paragraph (l) must be only as up-to-date as it is reasonable to expect in the circumstances. The bidder does not have to disclose information under paragraph (m) if it would be unreasonable to require the bidder to do so because the information had previously been disclosed to the holders of bid class securities.

Note: Paragraph (b)--See subsection 637(2) for the date of the statement.

Expert's report on non-cash consideration provided for bid class securities in last 4 months

(2) If the bidder's statement includes details of the value per share of consideration under subparagraph (1)(h)(iii), the statement must include, or be accompanied by, a report by an expert that states whether, in the expert's opinion, the value stated is fair and reasonable and gives the reasons for forming that opinion.

Note: Subsections 648A(2) and (3) provide for the independence of the expert and disclosure of any association between the bidder and the expert or the target and the expert. A contravention of one of those subsections results in the bidder's statement not complying with this subsection.

Consent of person to whom statement attributed

(3) The bidder's statement may only include, or be accompanied by, a statement by a person, or a statement said in the bidder's statement to be based on a statement by a person, if:

(a) the person has consented to the statement being included in the bidder's statement, or accompanying it, in the form and context in which it is included; and

(b) the bidder's statement states that the person has given this consent; and

(c) the person has not withdrawn this consent before the bidder's statement is lodged with ASIC.

(4) The bidder must keep the consent.

Strict liability offences

(5) An offence based on subsection (3) or (4) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s636.html