Chapter 5: Fundamental Transactions, Takeovers and Offers
Part C: Regulation of affected transactions and offers

s126: Restriction on frustrating actions

  • (1) If the board of a regulated company believes that a bona fide offer might be imminent, or has received such an offer, the board must not:
    • (a) take any action in relation to the affairs of the company that could effectively result in;
      • (i) a bona fide offer being frustrated; or
        • (ii) the holders of relevant securities being denied an opportunity to decide on its merits;
        • (b) issue any authorised but unissued securities;
          • (c) issue or grant options in respect of any unissued securities;
            • (d) authorise or issue, or permit the authorisation or issue of, any securities carrying rights of conversion into or subscription for other securities;
              • (e) sell, dispose of or acquire, or agree to sell, dispose of or acquire, assets of a material amount except in the ordinary course of business;
                • (f) enter into contracts otherwise than in the ordinary course of business; or
                  • (g) make a distribution that is abnormal as to timing and amount, without the prior written approval of the Panel, and the approval of the holders of relevant securities, or in terms of a pre-existing obligation or agreement entered into before the time contemplated in this subsection.
                  • (2) If a regulated company believes that it is subject to a pre-existing obligation contemplated in subsection (1), it may apply to the Panel for consent to proceed.

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