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CORPORATIONS ACT 2001 - SECT 713 Special prospectus content rules for continuously quoted securities

CORPORATIONS ACT 2001 - SECT 713

Special prospectus content rules for continuously quoted securities

Alternative general disclosure test

  (1)   A prospectus for an offer of:

  (a)   continuously quoted securities of a body; or

  (b)   options to acquire continuously quoted securities of a body;

satisfies section   710 if it complies with subsections   (2), (3) and (4) of this section.

  (2)   The prospectus must contain all the information investors and their professional advisers would reasonably require to make an informed assessment of:

  (a)   the effect of the offer on the body; and

  (c)   the rights and liabilities attaching to the securities offered; and

  (d)   if the securities are options--the rights and liabilities attaching to:

  (i)   the options themselves; and

  (ii)   the underlying securities.

The prospectus must contain this information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in the prospectus.

  (3)   The prospectus must state that:

  (a)   as a disclosing entity, the body is subject to regular reporting and disclosure obligations; and

  (b)   copies of documents lodged with ASIC in relation to the body may be obtained from, or inspected at, an ASIC office.

  (4)   The prospectus must either:

  (a)   inform people of their right to obtain a copy of any of the following documents:

  (i)   the annual financial report most recently lodged with ASIC by the body;

  (ii)   any half - year financial report lodged with ASIC by the body after the lodgment of that annual financial report and before the lodgment of the copy of the prospectus with ASIC;

  (iii)   any continuous disclosure notices given by the body after the lodgment of that annual financial report and before the lodgment of the copy of the prospectus with ASIC; or

  (b)   include, or be accompanied by, a copy of the document.

If the prospectus informs people of their right to obtain a copy of the document, the person making the offer must give a copy of the document free of charge to anyone who asks for it during the application period for the prospectus.

Information excluded from continuous disclosure notice

  (5)   Information about the offer must also be set out in the prospectus if the information:

  (a)   has been excluded from a continuous disclosure notice in accordance with the listing rules of the prescribed financial market whose operator was given the notice; and

  (b)   is information that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

  (i)   the assets and liabilities, financial position and performance, profits and losses and prospects of the body; and

  (ii)   the rights and liabilities attaching to the securities being offered.

The prospectus must contain this information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in the prospectus.

ASIC power to exclude entity from this section

  (6)   ASIC may determine in writing that a body may not rely on this section if it is satisfied that, in the previous 12 months, any of the following provisions were contravened in relation to the body:

  (a)   the provisions of Chapter   2M;

  (aa)   subsection   674(2), 674A(2), 675(2) or 675A(2);

  (ab)   subsection   708AA(10) or 708A(9);

  (b)   section   724;

  (c)   section   728;

  (d)   section   1308 as it applies to a notice under subsection   708AA(2) or 708A(5);

ASIC must publish a copy of the determination in the Gazette . While the determination is in force, section   710 and not this section applies to securities of the body.

Section does not apply to 2 - part simple corporate bonds prospectus

  (7)   This section does not apply to a 2 - part simple corporate bonds prospectus.

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