THE CORPORATIONS LAW

CHAPTER 6D - FUNDRAISING

PART 6D.2 - DISCLOSURE TO INVESTORS ABOUT SECURITIES

Division 4 - Disclosure requirements

SECTION 711   PROSPECTUS CONTENT - SPECIFIC DISCLOSURES  

711(1)  Terms and conditions of offer.  

The prospectus must set out the terms and conditions of the offer.

711(2)  Disclosure of interests and fees of certain people involved in the offer.  

The prospectus must set out the nature and extent of the interests (if any) that each person referred to in subsection (4) holds, or held at any time during the last 2 years, in:

(a)  the formation or promotion of the body; or

(b)  property acquired or proposed to be acquired by the body in connection with:

(i) its formation or promotion; or

(ii) the offer of the securities; or

(c)  the offer of the securities.

711(3)  [Fees and benefits]  

The prospectus must set out the amount that anyone has paid or agreed to pay, or the nature and value of any benefit anyone has given or agreed to give:

(a)  to a director, or proposed director, to induce them to become, or to qualify as, a director of the body; and

(b)  for services provided by a person referred to in subsection (4) in connection with:

(i) the formation or promotion of the body; or

(ii) the offer of the securities; and

(c)  if the prospectus is for interests in a managed investment scheme - to the responsible entity:

(i) to procure acquisitions of interests in the scheme; or

(ii) for services provided under the constitution of the scheme.

To comply with this subsection it is not sufficient merely to state in the prospectus that a person has been paid or will be paid normal, usual or standard fees.

711(4)  [Disclosure of persons]  

Disclosures need to be made under subsections (2) and (3) in relation to:

(a)  any directors and proposed directors of the body

(b)  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

(c)  if the securities are interests in a managed investment scheme - the person making the interests available and, if the person is a body, its directors

(d)  a promoter of the body

(e)  a stockbroker or underwriter (but not a sub-underwriter) to the issue or sale.

711(5)  Quotation of securities.  

If the prospectus for an offer of securities states or implies that the securities are to be quoted on a stock market of a securities exchange (whether in Australia or elsewhere), the prospectus must state that:

(a)  the securities have been admitted to quotation on that stock market; or

(b)  an application for admission of the securities to quotation on that stock market has been made to that securities exchange; or

(c)  an application for admission of the securities to quotation on that stock market will be made to that securities exchange within 7 days after the date of the prospectus.

Note 1:

Paragraph 724(1)(b) gives times within which the person should seek and obtain admission to quotation.

Note 2: Subsection 716(1) requires the prospectus to be dated.

711(6)  Expiry date.  

The prospectus must state that no securities will be issued on the basis of the prospectus after the expiry date specified in the prospectus. The expiry date must not be later than 13 months after the date of the prospectus. The expiry date of a replacement prospectus must be the same as that of the original prospectus it replaces.

Note 1:

Subsection 716(1) requires the prospectus to be dated.

Note 2: Section 719 deals with replacement prospectuses.

711(7)  Lodgment with ASIC.  

The prospectus must state that:

(a)  a copy of the prospectus has been lodged with ASIC; and

(b)  ASIC takes no responsibility for the content of the prospectus.

711(8)  Prescribed information.  

The prospectus must set out the information required by the regulations.