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CORPORATIONS ACT 2001

CHAPTER 6D - FUNDRAISING  

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

Division 5 - Procedure for offering securities  

SECTION 717  

717  OVERVIEW OF PROCEDURE FOR OFFERING SECURITIES  

 View history reference
The following table summarises what a person who wants to offer securities must do to make an offer of securities that needs disclosure to investors under this Part and gives signposts to relevant sections:
Offering securities (disclosure documents and procedure)
 Action requiredSectionsComments and related sections
1Prepare disclosure document, making sure that it:710
711
712
713
713C
713D
713E
714
715
716
Section 728 prohibits offering securities under a disclosure document that is materially deficient.
 ·sets out all the information requiredSection 729 deals with the liability for breaches of this prohibition.
 ·does not contain any misleading or deceptive statementsSections 731, 732 and 733 set out defences.
 ·is dated 
 and that the directors consent to the disclosure document. 
2Lodge the disclosure document with ASIC718Subsection 727(3) prohibits processing applications for non-quoted securities for 7 days after the disclosure document is lodged.
3Offer the securities, making sure that the offer and any application form is either included in or accompanies:721Sections 727 and 728 make it an offence to:
  ·offer securities without a disclosure document
 ·the disclosure document; or ·offer securities if the disclosure document is materially deficient.
 ·a profile statement if ASIC has approved the use of a profile statement for offers of that kind. Subsection 729(3) deals with liability on the prospectus if a profile statement is used.
   The securities hawking provisions (section 736) restrict the way in which the securities can be offered.
4If it is found that the disclosure document lodged was deficient or a significant new matter arises, either:719
719A
724
Section 728 prohibits making offers after becoming aware of a material deficiency in the disclosure document or a significant new matter.
 ·lodge a supplementary or replacement document under section 719 or 719A; or Section 730 requires people liable on the disclosure document to inform the person making the offer about material deficiencies and new matters.
 ·return money to applicants under section 724. 
5Hold application money received on trust until the securities are issued or transferred or the money returned.722Investors may have a right to have their money returned if certain events occur (see sections 724, 737 and 738).
6Issue or transfer the securities, making sure that:723Section 721 says which disclosure document must be distributed with the application form.
 ·the investor used an application form distributed with the disclosure document; and Section 729 identifies the people who may be liable if:
 ·the disclosure document is current and not materially deficient; and ·securities are issued in response to an improper application form; or
 ·any minimum subscription condition has been satisfied. ·the disclosure document is not current or is materially deficient.
    Sections 731, 732 and 733 provide defences for the contraventions.
    Section 737 provides remedies for an investor.


 



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