Entire Section

  • Exemptions for Qualified Property Acquisitions which constitute major transactions or very substantial acquisitions (19.33A-19.33B)

    • 19.33A

      A Qualified Property Acquisition which constitutes a major transaction or very substantial acquisition is exempt from shareholders' approval if:

      (1) it is undertaken on a sole basis by a Qualified Issuer in its ordinary and usual course of business; or
      (2) it is undertaken by a Qualified Issuer and other party or parties on a joint basis and:
      (a) the project will be single purpose, relating to the acquisition and/or development of a specific property and consistent with the purpose specified in the auction or tender document;
      (b) each joint venture arrangement must be on an arm's length basis and on normal commercial terms;
      (c) the joint venture agreement contains clause(s) to the effect that the joint venture may not, without its partners' unanimous consent:
      (i) change the nature or scope of its business, and if there are changes then they must still be consistent with the scope or purpose specified in the auction or tender document; or
      (ii) enter into any transactions which are not on an arm's length basis; and
      (d) the Qualified Issuer's board has confirmed that the Qualified Property Acquisition is in the Qualified Issuer's ordinary and usual course of business; and that the Qualified Property Acquisition and the joint venture, including its financing and profit distribution arrangements, are on normal commercial terms, fair and reasonable and in the interests of the Qualified Issuer and its shareholders as a whole.

    • 19.33B

      (1) The Qualified Issuer must publish an announcement as soon as possible after notification of the success of a bid by it or the joint venture for a Qualified Property Acquisition falling under rule 19.33A and send a circular to its shareholders.
      (2) The announcement and circular must contain:
      (a) details of the acquisition;
      (b) details of the joint venture, if any, including
      (i) the joint venture's terms and status;
      (ii) its dividend and distribution policy; and
      (iii) the joint venture's financial and capital commitment and the Qualified Issuer's share in it; and
      (c) information to demonstrate that the conditions in rule 19.33A(1) or (2) were met.
      Note: If any of these details are not available when the issuer publishes the initial announcement, it must publish subsequent announcement(s) to disclose the details as soon as possible after they have been agreed or finalised,
      (3) The announcement and circular requirements under chapter 19 apply to the acquisition and the joint venture, if any, according to the transaction classification, except that the information circular need not contain a valuation report on the property under the Qualified Property Acquisition.