Corporations Act 2001

CHAPTER 7 - FINANCIAL SERVICES AND MARKETS  

Note: This Chapter applies to a CCIV in a modified form: see Division 4 of Part 8B.7 .

PART 7.9 - FINANCIAL PRODUCT DISCLOSURE AND OTHER PROVISIONS RELATING TO ISSUE, SALE AND PURCHASE OF FINANCIAL PRODUCTS  

Division 2 - Product Disclosure Statements  

Subdivision B - Requirement for a Product Disclosure Statement to be given  

SECTION 1012E   SMALL SCALE OFFERINGS OF MANAGED INVESTMENT AND OTHER PRESCRIBED FINANCIAL PRODUCTS (20 ISSUES OR SALES IN 12 MONTHS)  

1012E(1)    
This section applies only to financial products that are:

(a)    managed investment products; or

(b)    financial products of a kind prescribed by regulations made for the purposes of this paragraph.

1012E(2)    
Personal offers of financial products do not need a Product Disclosure Statement under this Part if:

(a)    all of the financial products are issued by the same person (the issuer ); and

(b)    none of the offers results in a breach of the 20 purchasers ceiling (see subsections (6) and (7)); and

(c)    none of the offers results in a breach of the $2 million ceiling (see subsections (6) and (7)).

1012E(3)    
Subsection (2) does not apply to an offer to which subsection 1012C(6) (sale amounting to indirect issue) or (8) (sale amounting to indirect sale by controller) applies.

Note: Under section 1012K , ASIC may make a determination aggregating the transactions of bodies that ASIC considers to be closely related.

1012E(4)    
If subsection (2) applies to an offer of a financial product, a recommendation to a person to acquire a financial product in response to a personal offer of that kind does not need a Product Disclosure Statement under this Part.

1012E(5)    
For the purposes of subsections (2) and (4), a personal offer is one that:

(a)    may only be accepted by the person to whom it is made; and

(b)    is made to a person who is likely to be interested in the offer, having regard to:

(i) previous contact between the person making the offer and that person; or

(ii) some professional or other connection between the person making the offer and that person; or

(iii) statements or actions by that person that indicate that they are interested in offers of that kind.

1012E(6)    
An offer to issue, or arrange for the issue of, a financial product:

(a)    results in a breach of the 20 purchasers ceiling if it results in the number of people to whom the issuer has issued financial products exceeding 20 in any 12 month period; and

(b)    results in a breach of the $2 million ceiling if it results in the amount raised by the issuer from issuing financial products exceeding $2 million in any 12 month period.

1012E(7)    
An offer by a person to sell a financial product:

(a)    results in a breach of the 20 purchasers ceiling if it results in the number of people to whom the person sells financial products issued by the issuer of that financial product exceeding 20 in any 12 month period; and

(b)    results in a breach of the $2 million ceiling if it results in the amount raised by the person from selling financial products issued by the issuer of that financial product exceeding $2 million in any 12 month period.

1012E(8)    
In counting issues and sales of the financial products issued by the issuer, and the amount raised from issues and sales, for the purposes of subsection (2), disregard issues and sales that result from offers that:

(a)    do not need a Product Disclosure Statement (otherwise than because of this section); or

(b)    are made under a Product Disclosure Statement.

Note 1: Also see provisions on restrictions on advertising ( section 1018A ) and the anti-hawking provisions in section 992A .

Note 2: Issues and sales that result from offers that are eligible to be made under Division 1A of Part 7.12 (Employee share schemes) are also disregarded for the purposes of subsection (2) : see subsection 1100ZC(4) .

1012E(9)    
In counting issues and sales of the financial products issued by the issuer, and the amount raised from issues and sales, for the purposes of subsection (2), disregard any issues and sales made by a body if:

(a)    the body was a managed investment scheme (but not a registered scheme) at the time that the offer of interests in the scheme that resulted in the issues or sales was made; and

(b)    the body became a registered scheme within 12 months after that offer was made; and

(c)    the offer would not have required a Product Disclosure Statement (otherwise than because of this section) if the managed investment scheme had been a registered scheme at the time that the offer was made.

1012E(10)    
In working out the amount of money raised by the issuer from issuing financial products, include the following:

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

(b)    if the financial product is an option - any amount payable on the exercise of the option;

(c)    if the financial products carry a right to convert the financial product into other financial products - any amount payable on the exercise of that right.

1012E(11)    
If a person relies on subsection (2) to make offers of financial products without a Product Disclosure Statement under this Part, the person must not issue, arrange for the issue of, or transfer, financial products without a Product Disclosure Statement under this Part if the issue or transfer would result in a breach of the 20 purchasers ceiling or the $2 million ceiling (see subsections (6), (7), (8), (9) and (10)).

1012E(12)    
For the purposes of this section, an offer of a financial product is an offer to:

(a)    issue the financial product; or

(b)    arrange for the issue of the financial product; or

(c)    sell the financial product.