Corporations Regulations 2001

CHAPTER 6D - FUNDRAISING  

PART 6D.2 - DISCLOSURE TO INVESTORS ABOUT SECURITIES  

REGULATION 6D.2.05   SIMPLE CORPORATE BONDS - OFFER-SPECIFIC PROSPECTUS  

6D.2.05(1)    
For subsections 713D(6) and (7) of the Act, this regulation specifies:

(a) the information that must be contained in an offer-specific prospectus for an offer of simple corporate bonds; and

(b) the statements that must be set out in an offer-specific prospectus for an offer of simple corporate bonds.

6D.2.05(2)    
Subregulation (1) does not prevent an offer-specific prospectus from containing other material or setting out other statements.

6D.2.05(3)    
An offer-specific prospectus for an offer of simple corporate bonds must contain a table of contents and sections dealing with the following matters:

(a) Section 1: What you need to know;

(b) Section 2: Key dates and offer details;

(c) Section 3: Offer-specific information you should consider.

Section 1: What you need to know

6D.2.05(4)    
The following statements, or statements to the same effect as the following statements, must be set out in section 1 of an offer-specific prospectus:

(a) This offer-specific prospectus is not a summary of the information contained in the base prospectus.

(b) This offer-specific prospectus is only relevant for this offer of bonds.

(c) A base prospectus applies to this offer of bonds.

(d) This offer-specific prospectus provides offer details, key dates and other relevant information for the offer. The base prospectus for this offer provides additional information that is also critical to your decision. You should take all of the information in the base prospectus into consideration before making your decision in relation to this offer.

(e) To find out more about the pros and cons of investing in corporate bonds, visit ASIC ' s MoneySmart website: http://moneysmart.gov.au.

Section 2: Key dates and offer details

6D.2.05(5)    
The following information must be contained in section 2 of an offer-specific prospectus:

(a) the terms of the offer, which must include the following:

(i) the name of the issuing body;

(ii) the size of the series, or tranche, to which the offer relates;

(iii) the face value of the bonds;

(iv) the term of the bonds;

(v) the maturity date of the bonds;

(vi) guarantees in relation to the bonds and information about any guarantors;

(vii) the interest rate of the bonds;

(viii) interest payment dates;

(ix) events that will constitute default;

(x) details of any existing security;

(xi) the structure of the offer;

(xii) the minimum size of an application for the bonds;

(xiii) the prescribed financial market on which the bonds will be listed;

(b) a short explanation of the circumstances in which the bonds can be redeemed;

(c) any fees and costs associated with the offer;

(d) either:

(i) if a provision of the base prospectus contains information about any selling restrictions - a reference to the provision; or

(ii) if subparagraph (i) does not apply - information about any selling restrictions;

(e) an explanation of where investors can obtain additional information about the offer, including:

(i) a reference to financial advisors or other professional advisors; and

(ii) the contact details of the issuing body.

Note: If information mentioned in this subregulation is contained in another document that has been lodged with ASIC, an offer-specific prospectus may refer to that lodged document instead of setting out the information (see section 713E of the Act).

Section 3: Offer-specific information you should consider

6D.2.05(6)    
The following information must be contained in section 3 of an offer-specific prospectus:

(a) any significant information necessary to update the information in the base prospectus;

(b) any notices that the issuing body has issued to explain changes that have occurred to the base prospectus since it was lodged with ASIC;

(c) the key financial ratios, calculated in accordance with regulation 6D.2.06 , that are relevant to the issuing body, accompanied by:

(i) details of any change in those key financial ratios since the last offer-specific prospectus was issued; or

(ii) if no offer-specific prospectus has previously been issued - details of any change in those key financial ratios compared with the key financial ratios at the time the base prospectus was lodged with ASIC;

(d) an explanation of how the issuing body will use the funds raised by issuing the bonds;

(e) a brief summary of the effect of the offer on the issuing body;

(f) the ranking of the bonds and any other debt on issue;

(g) an explanation of any changes to the risks disclosed in the base prospectus;

(h) the amount that anyone has paid or agreed to pay, or the nature and value of any benefit that anyone has given or agreed to give, to:

(i) any directors or proposed directors of the issuing body; or

(ii) a person named in the prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of the prospectus; or

(iii) a promoter of the issuing body; or

(iv) an underwriter (but not a sub-underwriter) to the issue or sale or a financial services licensee named in the prospectus as a financial services licensee involved in the issue or sale.

Note: If information mentioned in this subregulation is contained in another document that has been lodged with ASIC, an offer-specific prospectus may refer to that lodged document instead of setting out the information (see section 713E of the Act).