Footnotes

Chapter 1 - Scrutiny of annual reports

[1]        ASIC Act 2001, s. 243 (b).

[2]        ASIC Act 2001, Parts 2, 9­­­­­­­–12.

[3]        The Hon Lionel Bowen MP, Attorney-General, House of Representatives Hansard, Second Reading Speech, Australian Securities Commission Bill 1988, 25 May 1988, p. 2991. The ASIC Act predominantly replicates the administrative structure established in the Australian Securities and Investments Commission Act 1989. Section 261 of the ASIC Act 2001 directs that bodies established under the Australian Securities Commission Act continue in existence as if they had been established under the ASIC Act 2001.

[4]        For detail on the status of CAMAC please see Chapter 2 of this report.

Chapter 2 - Bodies established under Parts 9–11 of the ASIC Act

[1]        Corporations Act 2001, Part 9.2, Division 3.

[2]        CALDB, Annual Report: 2014–15, p. 4.

[3]        ASIC Act 2001, s. 214.

[4]        CALDB, Annual Report: 2014–15, p. 7.

[5]        CALDB, Annual Report: 2014–15, pp 8, 23.

[6]        CALDB, Annual Report: 2014–15, pp 1, 7, 10.

[7]        CALDB, Annual report: 2014–15, p. 7; CALDB, Annual report: 2013–14, p. 6; CALDB, Annual report: 2012–13, pp 7–8; CALDB, Annual report: 2011–12, p. 13; CALDB, Annual report: 2010–11, p.13; CALDB, Annual report: 2009–10, pp 14–15; CALDB, Annual report:2008–09, pp 13–14; CALDB, Annual report:  2007–08, pp 13–14; CALDB, Annual report: 2006–07, pp 13–14; CALDB, Annual report: 2005–06, p. 11; CALDB, Annual report: 2004–05, p. 11; CALDB, Annual report: 2003–04, p. 10.

[8]        CALDB decisions, http://www.caldb.gov.au/decisions/caldb-decisions/ (accessed 4 April 2016)

[9]        CALDB, Annual Report: 2014–15, pp 10, 12.

[10]      Corporations Act 2001, s. 657A.

[11]      Corporations Act 2001, s. Part 6.10, Division 2.

[12]      Corporations Act 2001, s. 658C.

[13]      Takeovers Panel, Annual Report 2014–15, p. 7.

[14]      Takeovers Panel, Annual Report 2014–15, p. 4; Takeovers Panel, Annual Report 2013–14, p. 4.

[15]      ASIC Act 2001, s. 172.

[16]      Takeovers Panel, Annual Report 2014–15, p. 12.

[17]      Takeovers Panel, Annual Report 2014–15, p. 24.

[18]      Takeovers Panel, Annual Report 2014–15, pp 5, 20; Annual Report 2013–14, p. 3.

[19]      Takeovers Panel, Annual Report 2014–15, p. 5.

[20]      Ian Ramsay, The Takeovers Panel and Takeovers Regulation in Australia, Melbourne University Publishing Ltd, December 2010, p. 25.

[21]      Takeovers Panel, Annual Report 2014–15, p. 20.

[22]      Takeovers Panel, Annual Report 2014–15, pp 5, 20.

[23]      Takeovers Panel, Annual Report 2014–15, p. 22.

[24]      Takeovers Panel, Annual Report 2014–15, p. 5.

[25]      Takeovers Panel, Annual Report 2014–15, p. 3.

[26]      Australian Government Takeovers Panel, Index of Reasons, http://www.takeovers.gov.au/content/index_of_reasons/default.aspx, (accessed 3 March 2016)

[27]      Takeovers Panel, Annual Report 2014–15, p. 24.

[28]      Takeovers Panel, Annual Report 2014–15, p. 26.

[29]      Takeovers Panel, Annual Report 2014–15, p. 33.

[30]      The National Commission of Audit was established by the Commonwealth government in October 2013 as an independent body to review and report on the performance, functions and roles of the Commonwealth government. It reported in in February - March 2014; Commission of Audit, Towards Responsible Government - The Report of the National Commission of Audit, Phase One, February 2014, p. 216;  Commission of Audit, Towards Responsible Government: Appendix to the Report of the National Commission of Audit, Volume 3, March 2014, p. 171.

[31]      Budget 2014–15, Budget Measures, Budget Paper No. 2, 2014–15, p. 71.

[32]      Treasury, Cessation of the Corporations and Markets Advisory Committee (CAMAC), exposure draft, http://www.treasury.gov.au/ConsultationsandReviews/Consultations/2014/CAMAC, (accessed 3 March 2016)

[33]      Australian Securities and Investments Commission Amendment (Corporations and Markets Advisory Committee Abolition) Bill 2014, http://www.aph.gov.au/Parliamentary_Business/Bills_Legislation/Bills_Search_Results/Result?bId=r5386 , (accessed 28 April 2016).

[34]      Journals of the Senate, No. 78, 12 February 2015, p. 2156.

[35]      Senate Economics Legislation Committee, Australian Securities and Investments Commission Amendment (Corporations and Markets Advisory Committee Abolition) Bill 2014 [Provisions], March 2015, p. 12.

Chapter 3 - Bodies established under Part 12 of the ASIC Act

[1]        ASIC Act 2001, s. 224.

[2]        ASIC Act 2001, s. 225, s. 227, s. 227B.

[3]        Corporations Legislation Amendment (Audit Enhancement) Act 2012, Schedule 2.

[4]        ASIC, Annual Report 2014–15, p. 169.

[5]        ASIC Act 2001, s. 235B.

[6]        ASIC Act 2001, s. 235J, s. 236DG.

[7]        ASIC Act 2001, s. 225(2–2D).

[8]        ASIC Act 2001, s. 225(5–8).

[9]        National Commission of Audit, Towards Responsible Government, Appendix Volume 2, February 2014, pp 170, 179.

[10]      Section 261 of the ASIC Act directs that bodies established under the Australian Securities and Investments Commission Act 1989 continue in existence as if they had been established under the ASIC Act 2001

[11]      ASIC Act 2001, ss. 225(1).

[12]      Corporations Legislation Amendment (Audit Enhancement) Act 2012, schedule 2.

[13]      ASIC Act 2001, ss 225 (2B–C).

[14]      ASIC Act 2001, ss 225(2), ss 225(2A).

[15]      ASIC Act 2001, paragraph 224(b)(ii).

[16]      ASIC Act 2001, ss 225(2), ss. 225 (2A).

[17]      FRC, Annual Report 2014–15, p. 5.

[18]      FRC, Annual Report 2014–15, p. 26.

[19]      FRC, Annual Report 2014–15, pp 1, 9.

[20]      FRC, Annual Report 2014–15, pp 1, 21.

[21]      FRC, Annual Report 2014–15, pp 1, 21.

[22]      FRC, Annual Report 2014–15, pp 1, 22.

[23]      ASIC Act 2001, s. 224, s. 227A, s. 227B.

[24]      ASIC Act 2001, s. 227B; Corporations Act 2001, s. 336.

[25]      ASIC Act 2001, s. 227B.

[26]      ASIC Act 2001, s. 227AB.

[27]      AUASB, Annual Report: 2014–5, p. 21.

[28]      AUASB, Annual Report: 2014–15, p. 12.

[29]      AUASB, Annual Report: 2014–15, p. 13.

[30]      AUASB, Annual Report: 2014–15, p. 14.

[31]      AUASB, Annual Report: 2014–15, p. 15.

[32]      Parliamentary Joint Committee on Corporations and Financial Service, Report on the 2010–11

annual reports of bodies established under the ASIC Act, March 2012, p. 48.

[33]      Section 261 of the ASIC Act directs that bodies established under the Australian Securities and Investments Commission Act 1989 continue in existence as if they had been established under the ASIC Act 2001

[34]      ASIC Act 2001, s. 227

[35]      ASIC Act 2001, s. 226A

[36]      AASB, Annual Report: 2014–15, p. 11.

[37]      AASB, Annual Report: 2014–15, pp 7, 11.

[38]      AASB, Annual Report: 2014–15, pp 7, 11–17.

[39]      AASB, Annual Report: 2014–15, pp 7, 12.

[40]      AASB, Annual Report: 2014–15, pp 7.

[41]      AASB, Annual Report: 2014–15, pp 7, 11–17.

[42]      AASB, Annual Report: 2014–15, p. 13–14.

[43]      AASB, Annual Report: 2014–15, pp 7, 11–17.

Chapter 4 - ASIC's 2014–15 annual report

[1]        The Senate, Standing Orders and other orders of the Senate, August 2015, p. 30.

[2]        Senate Economics Legislation Committee, Annual reports (No. 1 of 2016), March 2016, p. 31.

[3]        Senate Economics Legislation Committee, Annual reports (No. 1 of 2016), March 2016, p. 32.

[4]        Senate Economics Legislation Committee, Annual reports (No. 1 of 2016), March 2016, p. 33.

[5]        Senate Economics Legislation Committee, Annual reports (No. 1 of 2016), March 2016, p. 33.

[6]        Senate Economics Legislation Committee, Annual reports (No. 1 of 2016), March 2016, pp 33–34.

[7]        ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016).

[8]        Public Governance and Resources Legislation Amendment Act (No. 1) 2015, Revised Explanatory Memorandum, p.13-14 of 25 http://parlinfo.aph.gov.au/parlInfo/download/legislation/ems/r5402_ems_126da0a5-fac4-4fa7-989e-acfc994bec58/upload_pdf/500599.pdf;fileType=application%2Fpdf , (accessed
8 March 2016)

[9]        ASIC, Annual Report 2014–15, p. 164; ASIC, Annual Report 2013–14, p. 158.

[10]      ASIC indicated that the growth in the dollar value of fundraisings is as a result of market factors as opposed to any deterioration of disclosure quality or changes to ASIC policy regarding disclosure. Additionally comparatively large deals requiring additional disclosure influenced the increase in the 2014–15 total e.g. MYOB Group Limited, Estia Health Limited and Perpetual Equity Investment Company Limited all conducted large fundraisings which required disclosure These deals alone amounted to $2.1 billion (of the 2014–15 total of $10.6 billion). ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016).

[11]      ASIC, Annual Report 2014–15; ASIC has adopted three strategic priorities and has structured its annual report according to achievements in these three areas. These are as follows:

Priority 1 – Promote investor and financial consumer trust and confidence.

Priority 2 – Ensure fair, orderly, transparent and efficient markets.

          Priority 3 – Provide efficient and accessible registration.

          The increase in the value of penalties is largely attributable to the penalty awarded against Cash Store Pty Ltd – totalling $18.975 million. This was the largest civil penalty obtained by ASIC. ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016).

[12]      In 2013–14, 20 infringement notices were issued to 12 entities. In 2014–1, 70 infringement notices were issued to 12 entities with one entity (BMW Australia Finance), alone, being issued with 36 infringement notices. ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016); ASIC, Annual Report 2014–15, pp. 6–9; 161–164; 167.

[13]      ASIC, Annual Report 2014–15; The significant decrease in the percentage of civil litigations which had been completed successfully during 2014–15 was largely due to the matter of Mariner Corporation Limited – see discussed of Mariner matter in this report and Appendix 2. ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016).

[14]      ASIC, Annual Report 2014–15, pp 6–9, 161–164, 167.

[15]      ASIC, Annual Report 2014–15, pp 6–9.

[16]      ASIC, Annual report 2013–14, p. 7; Committee Hansard, 20 March 2015, pp 17–18; ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016).

[17]      ASIC, Annual Report 2014–15, p. 43.

[18]      Mr Greg Tanzer, Commissioner, Australian Securities and Investments Commission, Committee Hansard, 16 October 2015, p. 12; Mr Greg Medcraft, Chairman, Australian Securities and Investments Commission, Committee Hansard, 16 October 2015, p. 12.

[19]      Australian Securities and Investments Commission v Mariner Corporation Limited [2015] FCA 589. Appendix 3 contains a summary by ASIC as to the background of the matter, the issues of construction raised by the matter and the possibilities for legislative reform in relation to s631(2) (b) of the Corporations Act 2001.

[20]      ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016).

[21]      The importance of ensuring there is sufficient funding at the time a bidder makes a takeover bid is highlighted in the Takeovers Panel's Guidance Note 14: Funding Arrangements which indicates that the inadequacy of a bidder's funding arrangements may give rise to 'unacceptable circumstances'. The guidance note in place at the time of the takeover bid can be located via this link: http://www.takeovers.gov.au/content/DisplayDoc.aspx?doc=guidance_notes/superseded/014a.htm&pageID=&Year. This particular policy advice is generally supported by ASIC and utilised when regulating takeover transactions in Australia. This guidance note is now superseded by a revised policy implemented in November 2015, largely as a result of the outcome in this court matter. It can be located via the following link http://www.takeovers.gov.au/content/DisplayDoc.aspx?doc=guidance_notes/current/014.htm . ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016).

[22]      According to the Takeovers Panel's Guidance Note 14: Funding Arrangements, unacceptable circumstances may arise if a bidder does not have funding in place, or a reasonable basis to expect that it will have funding in place, to pay for all acceptances when its bid becomes unconditional.

[23]      ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016).

[24]      CORPORATIONS ACT 2001 - SECT 631

             (2)  A person must not publicly propose, either alone or with other persons, to make a takeover bid if:

                     (a)  the person knows the proposed bid will not be made, or is reckless as to whether the proposed bid is made; or

                     (b)  the person is reckless as to whether they will be able to perform their obligations relating to the takeover bid if a substantial proportion of the offers under the bid are accepted.

          Australian Securities and Investments Commission v Mariner Corporation Limited [2015] FCA 589

[25]      Australian Securities and Investments Commission v Mariner Corporation Limited [2015] FCA 589

[26]      ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016).

[27]      ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016); Australian Securities and Investments Commission v Mariner Corporation Limited [2015] FCA 589.

[28]      ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016); Australian Securities and Investments Commission v Mariner Corporation Limited [2015] FCA 589 at [248,249].

[29]      ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016); Australian Securities and Investments Commission v Mariner Corporation Limited [2015] FCA 589 at [312].

[30]      Australian Securities and Investments Commission v Mariner Corporation Limited [2015] FCA 589 at [5].

[31]      ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016).

[32]      ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016).

[33]      ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016).

[34]      Economics References Committee, Performance of the Australian Securities and Investments Commission, June 2014, p. xxviii.

[35]      ANAO, Audit Summary - Administration of Enforceable Undertakings, June 2015, p. 6; ASIC, Annual Report 2014–15, p. 170.

[36]      ANAO, Audit Summary - Administration of Enforceable Undertakings, June 2015, p. 6; ASIC, Annual Report 2014–15, p. 170.

[37]      Committee Hansard, 14 August 2015, pp 9–10, 21–22; Committee Hansard, 16 October 2015,
pp 4–5; Committee Hansard, 19 November 2015, pp 16–17, 19–20.

[38]      ASIC, Annual Report 2014-15, pp 14, 46, 61.

[39]      ASIC, Annual Report 2014-15, pp 6–9, 46.

[40]      ASIC, Annual Report 2014–15, pp 6, 8.

[41]      ASIC, Annual Report 2014–15, pp 36, 52.

[42]      ASIC, Annual Report 2014–15, p. 6, 8.

[43]      ASIC, Annual Report 2014–15, p. 37.

[44]      ASIC, Annual Report 2014–15, p 12, 37.

[45]      ASIC, Annual Report 2014–15, p 12, 37.

[46]      The Hon. Kelly O’Dwyer, MP, Minister for Small Business and Assistant Treasurer, Government announces significant improvements to life insurance industry, Media Release, 6 November 2015, http://kmo.ministers.treasury.gov.au/media-release/024-2015/ (accessed
8 March 2016).

[47]      Corporations Amendment (Life Insurance Remuneration Arrangements) Bill 2016, Explanatory Memorandum, p. 3, http://parlinfo.aph.gov.au/parlInfo/download/legislation/ems/r5611_ems_82e13b89-08d8-493e-88fa-6d8eef045ba6/upload_pdf/16010EM.pdf;fileType=application%2Fpdf (accessed
8 March 2016).

[48]      ASIC, Consultation Paper 245: Retail life insurance advice reforms, December 2015, http://download.asic.gov.au/media/3490655/cp245-published-15-december-2015.pdf  (accessed 8 March 2015).

[49]      Parliamentary Business, Bills and Legislation, Corporations Amendment (Life Insurance Remuneration Arrangements) Bill 2016, http://www.aph.gov.au/Parliamentary_Business/Bills_Legislation/Bills_Search_Results/Result?bId=r5611 (accessed 27 April 2016).

[50]      ASIC, Annual Report 2014-15, pp 38–39.

[51]      ASIC, Annual Report 2014–15, p. 39; Mr Greg Medcraft, Chairman, Australian Securities and Investments Commission, Committee Hansard, 20 March 2015, p. 2.

[52]      ASIC, ASIC's next generation market surveillance system commences, Media Release, 25 November 2013, http://asic.gov.au/about-asic/media-centre/find-a-media-release/2013-releases/13-316mr-asics-next-generation-market-surveillance-system-commences/ (accessed 4 April 2016)

[53]      ASIC, Annual Report 2014-15, p. 53.

[54]      ASIC, Annual Report 2014-15, pp 3, 43, 47, 62–63.

[55]      ASIC, Annual Report 2014-15, pp 20–21.

[56]      ASIC, Annual Report 2014-15, p. 47.

[57]      Committee Hansard, 20 March 2015, p. 21–24.

[58]      ASIC, Annual Report 2014–15, p. 68.

[59]      ASIC, Annual Report 2014–15, p. 68.

[60]      Committee Hansard, 16 October 2015, pp 2–5.

[61]      Committee Hansard, 16 October 2015, pp 2–5; 19 November 2015, pp 4–5.

[62]      Committee Hansard, 16 October 2015, pp 2–5; 19 November 2015, pp 4–5.

[63]      ASIC, Annual Report 2014–15, p. 64.

[64]      ASIC, Annual Report 2014–15, p. 65.

[65]      ASIC, Annual Report 2014–15, p. 167.

[66]      Ms Cathie Armour, Commissioner, Australian Securities and Investments Commission, Committee Hansard, 20 March 2015, p. 18; Mr Greg Medcraft, Chairman, Australian Securities and Investments Commission, Committee Hansard, 20 March 2015, p. 18.

[67]      ASIC, Annual Report 2014–15, p. 68; Annual report 2013–14, p. 55.

[68]      Mr Greg Tanzer, Commissioner, Australian Securities and Investments Commission, Committee Hansard, 20 March 2015, p. 20.

[69]      ASIC, Annual Report 2014–15, p. 50; ASIC, Annual report 2013–14, p. 38.

[70]      ASIC, Annual Report 2014–15, p. 14.

[71]      ASIC, Annual Report 2014–15, p. 41.

[72]      ASIC, Annual Report 2014–15, pp 41, 161.

[73]      ASIC, Annual Report 2014–15, p. 6.

[74]      ASIC, Annual Report 2014–15, pp 42, 161.

[75]      ASIC represents Australia in the Organisation for Economic Cooperation and Development (OECD); ASIC, Annual Report 2014–15, p. 43.

[76]      ASIC, Annual Report 2014–15, pp 6, 8, 57–58.

[77]      Financial Reporting Council, FRC survey on Financial Literacy of Australian Directors, September 2012, http://www.frc.gov.au/files/2013/12/Paper-survey-financial-literacy-2013.pdf (accessed 8 March 2016).

[78]      ASIC, Annual Report 2014–15, p. 58; ASIC, Financial reporting quiz for directors, http://asic.gov.au/regulatory-resources/financial-reporting-and-audit/directors-and-financial-reporting/financial-reporting-quiz-for-directors/  (accessed 8 March 2016); ASIC, answer to question on notice, 9 March 2016 (received 19 April 2016).

[79]      ASIC, Answer to question on notice, 9 March 2016 (received 19 April 2016).

[80]      Economics References Committee, Performance of the Australian Securities and Investments Commission, June 2014, p. xxx1–xxxiii ; Parliamentary Joint Committee on the Corporations and Financial Services, Inquiry into proposals to life the professional and ethical and education standards in the financial services industry, December 2014, p. 2; ASIC, Annual Report
2014–15, p. 13.

[81]      ASIC, Annual Report 2014–15, p. 13.

[82]      The Government response to the FSI was released in October 2015.

[83]      Australian Government, Improving Australia's Financial System: Government Response to the Financial System Inquiry, October 2015, p. 21.

[84]      Committee Hansard, 16 October 2015, p. 10.

[85]      Ms Louise Macaulay, Senior Executive Leader, Financial Advisers, Australian Securities and Investments Commission, Committee Hansard, 19 November 2015, p. 5.

[86]      Committee Hansard, 19 November 2015, pp 5–7.

[87]      Economics References Committee, Performance of the Australian Securities and Investments Commission, June 2014, p. xxiii-xxiv.

[88]      ASIC, Annual Report 2014–15, pp 14, 58.

[89]      ASIC, Annual Report 2014–15, p. 58.

[90]      ASIC, Annual Report 2014–15, p. 48.

[91]      The Innovation Hub is an ASIC initiative for new financial technology businesses that are developing innovative financial products or services. Through the Innovation Hub eligible financial technology startup businesses can receive informal assistance to help them navigate ASIC's regulatory system; see http://asic.gov.au/for-business/your-business/innovation-hub/

[92]      The market entity compliance system (MECS) is an online regulatory compliance portal that provides market entities with tools and information to assist them in complying with a number of their regulatory obligations; see http://asic.gov.au/online-services/register-for-online-access/market-entity-compliance-system/

[93]      ASIC, Annual Report 2014–15, pp 12–13.

[94]      ASIC, Annual Report 2014–15

[95]      ASIC, Annual Report 2014–15, pp 2–3, 50–51.

[96]      ANAO, Audit Work Program, July 2015, p. 127.

[97]      ASIC, Annual Report 2014–15, p. 5.

[98]      Australian Government Factsheet, Improving Consumer Outcomes in Financial Services, 20 April 2016, p. 1.

[99]      Australian Government Factsheet, Improving Consumer Outcomes in Financial Services, 20 April 2016, p. 1.

[100]    Australian Government Factsheet, Improving Consumer Outcomes in Financial Services, 20 April 2016, p. 1; The Hon Scott Morrison MP, Treasurer, joint media release with the Hon Kelly O'Dwyer MP, Minister for Small Business, Assistant Treasurer, Turnbull Government bolsters ASIC to protect Australian Consumers, 20 April 2016.

Appendix 3 - Summary of Mariner Matter

[1] Australian Securities and Investments Commission v Mariner Corporation Limited [2015] FCA 589

[2] The Second Interim Report of the Company Law Advisory Committee to the Standing Committee of Attorneys-General, (Parliamentary Paper No. 43), February 1969.

[3] See para 37 of the Eggleston Committee Report

[4] Austock Group Limited [2012] ATP 12

[5] Austock Group Limited [2012] ATP 12, [60].

[6] Mariner, [248]-[279]; [334]-[341].

[7] Mariner, [340] and [370].

[8] Mariner, [369]-[374].

[9] Mariner, [375]-[387]. The court did however comment that it was not without some hesitation that it had come this view: see  [377]..

[10] Mariner, [311].

[11] See for example s746 of the Corporations Law, as it stood prior to the CLERPA amendments.

[12] Panel on Takeovers and Mergers (UK), City Code on Takeovers and Mergers, rule 2.7(a). This rule reflects one of the six general principles on which the code is based: ‘An offeror must announce a bid only after ensuring that he/she can fulfil in full any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration’ (General Principle 5).

[13] Panel on Takeovers and Mergers (UK), City Code on Takeovers and Mergers, rule 2.7(d). The offer document for cash offer must also include confirmation from third party that resources are available to the offeror sufficient to satisfy full acceptance of the offer Panel on Takeovers and Mergers (UK), City Code on Takeovers and Mergers, rule 24.8. The UK Panel’s Practice Note 10 also specifies that where an offer is proposed to be financed by new securities, the offer must be made subject to any condition required, as a matter of law or regulation, in order to validly issue those securities (including shareholder approval).

[14] Panel on Takeovers and Mergers (UK), City Code on Takeovers and Mergers, rule 2.6.

[16] The Code on Takeovers and Mergers and Share Buy-backs (HK), rule 3.1

[17] The Code on Takeovers and Mergers and Share Buy-backs (HK), rule 3.6

[18] Singapore Code on Take-overs and Mergers, rule 3.5. See also rule 1.3 and General Principle 6.

[19] Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on Takeover Bids, Art 3, General Principle (e).

[20] Takeovers Code Approval Order 2000 (NZ). Rule 41, 41A, 42, Sch 1 cl 9(1).

[21] See submission dated  26 October 2015 from Herbert Smith Freehills, Takeovers Panel, Public Consultation Response Statement (26 November 2015). See also http://herbertsmithfreehills.com/insights/legal-briefings/takeover-funding-requirements-cast-adrift-by-federal-court-decision and https://www.ashurst.com/page.aspx?id_Content=12151.