THE CORPORATIONS LAW

CHAPTER 6D - FUNDRAISING

PART 6D.2 - DISCLOSURE TO INVESTORS ABOUT SECURITIES

Division 4 - Disclosure requirements

SECTION 713   SPECIAL PROSPECTUS CONTENT RULES FOR CONTINUOUSLY QUOTED SECURITIES  

713(1)  Alternative general disclosure test.  

A prospectus for an offer of:

(a)  continuously quoted securities of a body; or

(b)  options to acquire continuously quoted securities of a body;

satisfies section 710 if it complies with subsections (2), (3) and (4) of this section.

713(2)  [Disclosure test]  

The prospectus must contain all the information investors and their professional advisers would reasonably require to make an informed assessment of:

(a)  the effect of the offer on the body; and

(b)  if the securities are interests in a managed investment scheme - the effect of the offer on the scheme; and

(c)  the rights and liabilities attaching to the securities offered; and

(d)  if the securities are options - the rights and liabilities attaching to:

(i) the options themselves; and

(ii) the underlying securities.

The prospectus must contain this information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in the prospectus.

713(3)  [Specified content]  

The prospectus must state that:

(a)  as a disclosing entity, the body or scheme is subject to regular reporting and disclosure obligations; and

(b)  copies of documents lodged with ASIC in relation to the body may be obtained from, or inspected at, an ASIC office.

713(4)  [Right to obtain documents]  

The prospectus must either:

(a)  inform people of their right to obtain a copy of any of the following documents:

(i) the annual financial report most recently lodged with ASIC by the body or scheme

(ii) any half-year financial report lodged with ASIC by the body or scheme after the lodgment of that annual financial report and before the lodgment of the copy of the prospectus with ASIC

(iii) any continuous disclosure notices given by the body or scheme after the lodgment of that annual financial report and before the lodgment of the copy of the prospectus with ASIC; or

(b)  include, or be accompanied by, a copy of the document.

If the prospectus informs people of their right to obtain a copy of the document, the person making the offer must give a copy of the document free of charge to anyone who asks for it during the application period for the prospectus.

713(5)  Information excluded from continuous disclosure notice.  

Information about the offer must also be set out in the prospectus if the information:

(a)  has been excluded from a continuous disclosure notice in accordance with the listing rules of the securities exchange to which the notice was given; and

(b)  is information that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

(i) the assets and liabilities, financial position and performance, profits and losses and prospects of the body; and

(ii) the rights and liabilities attaching to the securities being offered.

The prospectus must contain this information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in the prospectus.

713(6)  ASIC power to exclude entity from this section.  

ASIC may determine in writing that a body or scheme may not rely on this section if it is satisfied that, in the previous 12 months, any of the following provisions were contravened in relation to the body or scheme:

(a)  the provisions of Chapter 2M

(b)  section 1001A

(c)  section 724

(d)  section 728.

ASIC must publish a copy of the determination in the Gazette. While the determination is in force, section 710 and not this section applies to securities of the body or scheme.