Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 66

66. (1) In this section:

"class", in paragraphs (2) (d) and (3) (d), has a meaning affected by
subsections (4) and (5);

"listed corporation" means a corporation that is included in an official list
of a stock exchange within the meaning of Chapter 7;

"prospectus" means a prospectus:

   (a)  that was lodged under Part 7.12 or a corresponding law; and

   (b)  if that Part or law, as the case may be, required the prospectus, or a
        copy of it, to be registered under that Part or law-that, or a copy of
        which, as the case may be, was so registered.

(2) An issue or allotment of securities is an excluded issue if, and only if:

   (a)  the amount subscribed for the securities by each person to whom the
        securities are issued or allotted is at least $500,000;

   (b)  the securities are issued or allotted to an underwriter under an
        underwriting agreement;

   (c)  no consideration is paid or provided in respect of the issue or
        allotment;

   (d)  except in the case of prescribed interests or units of prescribed
        interests-both of the following subparagraphs apply:

        (i)    the securities are issued or allotted to a person as a result
               of the acceptance of:

                (A)  an offer made personally to that person; or

                (B)  an offer made by that person pursuant to an invitation
                     issued personally to that person;

        (ii)   either:

                (A)  no other securities of the same class are issued or
                     allotted at the same time, or have been issued or
                     allotted in the preceding 12 months, to any other person;
                     or

                (B)  that person, and any other person or persons to whom
                     securities of the same class are issued or allotted at
                     the same time or have been issued or allotted in the
                     preceding 12 months, do not together exceed 20 in number;

   (e)  the securities are issued or allotted to:

        (i)    an executive officer of the corporation by which the securitie
               s are issued or allotted or of a related body corporate;
    (ii) a person (in this paragraph called a "close relative") who is
the spouse, or is a parent, brother, sister or child, of such an executive
officer; or

        (iii)  a body corporate in which such an executive officer or a
               close relative of such an executive officer has, or any 2 or
               more of such an executive officer and the close relatives of
               that executive officer together have, a controlling interest
               (including any interest that gives control);

   (f)  the securities are issued or allotted by a listed corporation pursuant
        to the exercise of an option, being an exercise effected by the
        execution of a form of a kind that had been attached to, or to copies
        of, a prospectus issued in relation to the option;

   (g)  in the case of an issue or allotment of shares in a corporation:
    (i) the shares (in this subparagraph called "new shares") are
issued or allotted to the holders of other shares (in this subparagraph called

"existing shares") in that corporation:

                (A)  in connection with a proposal referred to in section 507
                     that relates to shares in that corporation; or

                (B)  in satisfaction in whole or in part of dividends payable
                     by that corporation to the holders of existing shares
                     where those holders exercised the right to have the
                     dividends so satisfied by the issue and allotment of
                     new shares, or acquired that right, by the execution of a
                     form of a kind that had been attached to, or to copies
                     of, a prospectus issued in relation to the
                     existing shares; or

        (ii)   the corporation is a listed corporation and the shares are
               issued or allotted under a provision contained in a convertible
               note, whether the note was issued by that corporation or by
               another body corporate;

   (h)  in the case of an issue of debentures (other than convertible notes)
        of a corporation-it is made to existing holders of debentures (other
        than convertible notes) of the corporation;

   (j)  in the case of an issue of convertible notes by a corporation-it is
        made to existing holders of convertible notes issued by the
        corporation;

   (k)  the securities are debentures of an excluded corporation;

   (m)  in the case of an issue of prescribed interests (in this paragraph
called "new interests") to which an approved deed relates:

        (i)    it is made to existing holders of prescribed interests (in this
paragraph called "existing interests") to which the same approved deed
relates:

                (A)  in satisfaction in whole or in part of amounts payable to
                     those holders in respect of their existing interests,
                     whether the existing interests are of the same class as,
                     or are of a different class from, the new interests; or

                (B)  in exchange for existing interests of a different class
                     form the new interests; and

        (ii)   each person to whom a new interest is issued exercised the
               right to have that interest issued, or acquired that right, by
               the execution of a form of a kind that had been attached to, or
               to copies of, a prospectus issued in relation to the
               existing interests; or

   (n)  the issue or allotment of the securities is, or is of a kind that is,
        declared by the regulations to be an excluded issue.

(3) An offer or invitation in relation to securities is an excluded offer or
an excluded invitation, as the case may be, if, and only if:

   (a)  it is an offer for subscription of, or an invitation to subscribe, at
        least $500,000 by each person to whom the offer is made or the
        invitation is issued;

   (b)  it is an offer or invitation to enter into an underwriting agreement
        or is made or issed to an underwriter under such an agreement;

   (c)  no consideration is paid or provided in respect of the contract
        resulting from acceptance of the offer or from acceptance of an offer
        made pursuant to the invitation;

   (d)  except in the case of prescribed interests or units of prescribed
        interests-it is made or issued personally to a person and:

        (i)    no offer or invitation in relation to securities of the same
               class is made or issued at the same time, or has been made or
               issued in the preceding 12 months, to any other person;

        (ii)   that person, and any other person or persons to whom offers or
               invitations in relation to securities of the same class are
               issued or made at the same time or have been issued or made in
               the preceding 12 months, do not together exceed 20 in number;

   (e)  it is made or issued to:

        (i)    an executive officer of the corporation to securities of which
               the offer or invitation relates or of a related body corporate;
    (ii)  a person (in this paragraph called a "close relative") who is
the spouse, or is a parent, brother, sister or child, of such an executive
officer; or

        (iii)  a body corporate in which such an executive officer or a
               close relative of such an executive officer has, or any 2 or
               more of such an executive officer and the close relatives of
               that executive officer together have, a controlling interest
               (including any interest that gives control);

   (f)  in the case of an offer or invitation in relation to shares in a
        corporation it is made or issued to the holders of other shares in
        that corporation in connection with a proposal referred to in section
        507 that relates to shares in that corporation;

   (g)  in the case of debentures (other than convertible notes) of a
        corporation-it is made or issued to existing holders of debentures
        (other than convertible notes) of the corporation;

   (h)  in the case of convertible notes issued, or to be issued, by a
        corporation-it is made or issued to existing holders of convertible
        notes issued by the corporation;

   (j)  the securities are debentures of an excluded corporation;

   (k)  it is an offer or invitation that is, or is of a kind that is,
        declared by the regulations to be an excluded offer or excluded
        invitation, as the case may be.

(4) For the purposes of paragraphs (2) (d) and (3) (d):

   (a)  a share in a corporation is of the same class of securities as any
other share in the corporation; and

   (b)  a debenture of a corporation is of the same class of securities as
any other debenture of the corporation.

(5) For the purposes of subsection (4):

   (a)  a unit of a share in a corporation shall be taken to be a share in the
        corporation; and

   (b)  a convertible note issued, or to be issued, by a corporation, or a it
        of such a convertible note, shall be taken to be both a share in, and
        a debenture of, the corporation.