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CORPORATIONS ACT 2001

CHAPTER 6D - FUNDRAISING  

PART 6D.2 - DISCLOSURE TO INVESTORS ABOUT SECURITIES (OTHER THAN FOR CSF OFFERS)  

Division 3 - Types of disclosure documents  

SECTION 709  PROSPECTUSES, SHORT-FORM PROSPECTUSES, PROFILE STATEMENTS AND OFFER INFORMATION STATEMENTS  

709(1)  Prospectus or short-form prospectus.  

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If an offer of securities (other than an offer of simple corporate bonds) needs disclosure to investors under this Part, a prospectus must be prepared for the offer unless subsection (4) allows an offer information statement to be used instead. Under section 712, the prospectus may simply refer to material already lodged with ASIC instead of including it.

Note: See sections 710 to 713 for the contents of a prospectus.

709(1A)  

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If:


(a) an offer of simple corporate bonds needs disclosure to investors under this Part; and


(b) the offer period begins during the 2-year period beginning at the commencement of this subsection;

either of the following must be prepared for the offer:


(c) a prospectus (other than a 2-part simple corporate bonds prospectus) unless subsection (4) allows an offer information statement to be used instead;


(d) a 2-part simple corporate bonds prospectus.

Note: See sections 713B to 713E for the contents of a 2-part simple corporate bonds prospectus.

709(1B)  

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If a prospectus is prepared under paragraph (1A)(c), then, under section 712, the prospectus may simply refer to material already lodged with ASIC instead of including it.

709(1C)  

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If:


(a) an offer of simple corporate bonds needs disclosure to investors under this Part; and


(b) the offer period begins after the 2-year period beginning at the commencement of this subsection;

a 2-part simple corporate bonds prospectus must be prepared for the offer.

Note: See sections 713B to 713E for the contents of a 2-part simple corporate bonds prospectus.

709(2)  Profile statement.  


A profile statement for an offer may be prepared in addition to the prospectus if ASIC has approved the making of offers of that kind with a profile statement instead of a disclosure document.

Note 1: See section 714 for the contents of a profile statement.

Note 2: Subsection 729(2) provides that there is still liability to investors on the prospectus when a profile statement is used.

709(2A)  

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Subsection (2) does not apply to an offer of simple corporate bonds.

709(3)  

ASIC may approve the use of profile statements for offers of securities of a particular kind. The approval may specify information to be included in the profile statement (including information about a matter referred to in paragraphs 714(1)(a) to (d)).

709(4)  Offer information statement.  

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A body offering to issue securities may use an offer information statement for the offer instead of a prospectus (other than a 2-part simple corporate bonds prospectus) if the amount of money to be raised by the body by issuing the securities, when added to all amounts previously raised by:


(a) the body; or


(b) a related body corporate; or


(c) an entity controlled by:


(i) a person who controls the body; or

(ii) an associate of that person;

by issuing securities under an offer information statement is $10 million or less.

Note 1: See section 715 for the contents of an offer information statement. The statement must include financial statements that are less than 6 months old.

Note 2: Under section 740, ASIC may make a determination aggregating the transactions of bodies that ASIC considers to be closely related.

[CCH Note: Act No 101 of 2007, Sch 1, Pt 6[237] contained the following application provision (which was effective 28 June 2007):

Application of items 73, 75 to 77 and 84

The amendments made by items 73, 75 to 77 and 84 of this Schedule apply to offers of securities made on or after the day on which those items commence.

]

709(5)  

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In working out the amount of money to be raised by a body or entity by issuing securities, include the following:


(a) the amount payable for the securities at the time when they are issued;


(b) if the securities are issued partly-paid - any amount payable at a future time if a call is made;


(c) if the securities are options - any amount payable on the exercise of the options;


(d) if the securities carry a right to convert the securities into other securities - any amount payable on the exercise of that right.

However, do not include an amount payable for securities, or payable on the exercise of options, if the securities or options are issued under an eligible employee share scheme.

[CCH Note: Act No 101 of 2007, Sch 1, Pt 6[228] contained the following application provision (which was effective 28 June 2007):

Application of items 4, 5, 86, 92, 106, 131 and 132

The amendments made by items 4, 5, 86, 92, 106, 131 and 132 of this Schedule apply to employee share schemes offered on or after the day on which those items commence.

]

 



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