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 719A   LODGING SUPPLEMENTARY OR REPLACEMENT DOCUMENT - 2-PART SIMPLE CORPORATE BONDS PROSPECTUS  

Need for a supplementary or replacement document

719A(1)    
If the person making an offer of simple corporate bonds under a 2-part simple corporate bonds prospectus becomes aware of:

(a)    a misleading or deceptive statement in the 2-part simple corporate bonds prospectus; or

(b)    an omission from the 2-part simple corporate bonds prospectus of information required by section 713C , 713D or 713E ; or

(c)    a new circumstance that:

(i) has arisen since the 2-part simple corporate bonds prospectus was lodged with ASIC; and

(ii) would have been required by section 713C , 713D or 713E to be included in the 2-part simple corporate bonds prospectus if it had arisen before the 2-part simple corporate bonds prospectus was lodged;

that is materially adverse from the point of view of an investor, the person may:

(d)    if the statement, omission or circumstance relates to the base prospectus component of the 2-part simple corporate bonds prospectus:

(i) include material in an offer-specific prospectus that supplements or modifies the base prospectus; or

(ii) lodge a replacement document with ASIC; or

(e)    if the statement, omission or circumstance relates to the offer-specific prospectus component of the 2-part simple corporate bonds prospectus - lodge a supplementary or replacement document with ASIC.

Note 1: Section 728 makes it an offence to continue making offers after the person has become aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor unless the deficiency is corrected.

Note 2: Because of section 713E , a 2-part simple corporate bonds prospectus may be taken to include information in another document. This should be taken into account when considering whether the prospectus is deficient.

Note 3: A base prospectus may be supplemented or modified by the offer-specific prospectus for a particular offer, see subsection 713D(7) .

Note 4: The power to issue a supplementary or replacement document is not limited to the situations dealt with in this section.

Note 5: This section applies to a document that has already been previously supplemented or replaced.

Note 6: See section 720 for the consents that need to be obtained before lodgement.

719A(2)    
If the person making the offer becomes aware that information in the base prospectus component of the 2-part simple corporate bonds prospectus is not worded and presented in a clear, concise and effective manner, the person may lodge a replacement document with ASIC.

Note: A base prospectus may be supplemented or modified by the offer-specific prospectus for a particular offer, see subsection 713D(7) .

719A(3)    
If the person making the offer becomes aware that information in the offer-specific prospectus component of the 2-part simple corporate bonds prospectus is not worded and presented in a clear, concise and effective manner, the person may lodge a supplementary or replacement document with ASIC.

Form of supplementary document for offer-specific prospectus

719A(4)    
At the beginning of a supplementary document for an offer-specific prospectus, there must be:

(a)    a statement that it is a supplementary document; and

(b)    an identification of the offer-specific prospectus it supplements; and

(c)    an identification of any previous supplementary documents lodged with ASIC in relation to the offer; and

(d)    a statement that it is to be read together with:

(i) the offer-specific prospectus it supplements; and

(ii) any previous supplementary documents; and

(iii) the base prospectus that covers the period during which the offer is made.

The supplementary document must be dated. The date is the date on which the document is lodged with ASIC.

Form of replacement document for a base prospectus

719A(5)    
At the beginning of a replacement document for a base prospectus, there must be:

(a)    a statement that it is a replacement document; and

(b)    an identification of the base prospectus it replaces.

The replacement document must be dated. The date is the date on which the document is lodged with ASIC.

Form of replacement document for an offer-specific prospectus

719A(6)    
At the beginning of a replacement document for an offer-specific prospectus, there must be:

(a)    a statement that it is a replacement document; and

(b)    an identification of the offer-specific prospectus it replaces.

The replacement document must be dated. The date is the date on which the document is lodged with ASIC.

Consequences of lodging a supplementary document for an offer-specific prospectus

719A(7)    
If a supplementary document is lodged with ASIC in relation to an offer-specific prospectus, the offer-specific prospectus is taken to be the offer-specific prospectus together with the supplementary document for the purposes of the application of this Chapter to events that occur after the lodgement.

Note: This subsection means, for example, that offers made after lodgement of the supplementary document must be accompanied by copies of both the original offer-specific prospectus and the supplementary document.

Consequences of lodging a replacement document for a base prospectus

719A(8)    
If a replacement document is lodged with ASIC in relation to a base prospectus, the base prospectus is taken to be the replacement document for the purposes of the application of this Chapter to events that occur after the lodgement.

Note: This subsection means, for example, that offers made after lodgement of the replacement document must be accompanied by copies of the replacement document and not the original base prospectus.

Consequences of lodging a replacement document for an offer-specific prospectus

719A(9)    
If a replacement document is lodged with ASIC in relation to an offer-specific prospectus, the offer-specific prospectus is taken to be the replacement document for the purposes of the application of this Chapter to events that occur after the lodgement.

Note: This subsection means, for example, that offers made after lodgement of the replacement document must be accompanied by copies of the replacement document and not the original offer-specific prospectus.