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 721   OFFER MUST BE MADE IN, OR ACCOMPANIED BY, THE DISCLOSURE DOCUMENT  

Offers using prospectus alone

721(1)    

Offers of securities for which a prospectus is being used must be made in, or accompanied by, the prospectus.

Note 1: Subsection 727(1) makes it an offence to make an offer of securities unless the offer is made in or accompanied by the disclosure document and subsection 723(1) makes it an offence to issue securities unless they are applied for on a form that was issued in or together with the disclosure document.

Note 2: Section 736 makes it an offence to make unsolicited offers in a way that amounts to securities hawking.

Note 3: Section 728 makes it an offence for a person to offer securities if the disclosure document is deficient in a way that is material from the point of view of an investor.

721(1A)    

Subsection (1) does not apply to the extent that subsection (2) allows a profile statement to be used instead of a prospectus.

Note: A defendant bears an evidential burden in relation to the matter in subsection (1A), see subsection 13.3(3) of the Criminal Code .

Offers using prospectus and profile statement

721(2)    
An offer of securities may be made in, or accompanied by, a profile statement if:

(a) under subsection 709(3), ASIC has approved the making of offers of that kind with a profile statement instead of a prospectus; and

(b) the profile statement complies with the requirements specified in ASIC approval.

721(3)    
If the offer that is made to a person is made in or accompanied by a profile statement, the person making the offer must give the person a copy of the prospectus free of charge if the person asks for it.

Offers using offer information statement

721(4)    
Offers for which an offer information statement is being used must be made in, or accompanied by, the offer information statement.

Note 1: Subsection 727(1) makes it an offence to make an offer of securities unless the offer is made in or accompanied by the disclosure document and subsection 723(1) makes it an offence to issue securities unless they are applied for on a form that was issued in or together with the disclosure document.

Note 2: Section 736 makes it an offence to make unsolicited offers in a way that amounts to securities hawking.

Note 3: Section 728 makes it an offence for a person to offer securities if the disclosure document is deficient in a way that is material from the point of view of an investor.

Offence

721(5)    

A person commits an offence if the person intentionally or recklessly contravenes subsection (1) or (4).