Corporations Act 2001

CHAPTER 6D - FUNDRAISING  

PART 6D.3A - CROWD-SOURCED FUNDING  

Division 4 - Defective etc. CSF offer documents  

SECTION 738W   COMPANY MAY PROVIDE REPLACEMENT OR SUPPLEMENTARY CSF DOCUMENT IN CERTAIN CIRCUMSTANCES  

When company may provide a replacement or supplementary CSF offer document

738W(1)    
The company making a CSF offer may provide the responsible intermediary with a supplementary CSF offer document, or a replacement CSF offer document, to supplement or replace the CSF offer document (the affected offer document ) as provided for in the following paragraphs:

(a) if the company becomes aware that the affected offer document is defective, the company may provide a supplementary CSF offer document, or a replacement CSF offer document, that corrects the defect;

(b) if the company becomes aware that the affected offer document does not comply with section 738K (other requirements for CSF offer documents), the company may provide a supplementary CSF offer document, or a replacement CSF offer document, that corrects the non-compliance;

(c) the company may provide a supplementary CSF offer document, or a replacement CSF offer document, in any other circumstances permitted by the regulations, and in accordance with any conditions prescribed by those regulations.

Note 1: Defective CSF offer documents give rise to liabilities under section 738Y .

Note 2: Regulations for the purpose of paragraph (c) may (for example) limit the kinds of changes that may be incorporated into a supplementary or replacement CSF offer document provided under that paragraph.

Note 3: This section applies to a CSF offer document that has already been previously supplemented or replaced.

738W(2)    
A supplementary CSF offer document or a replacement CSF offer document:

(a) must not be provided otherwise than as permitted by subsection (1); and

(b) if it is provided as permitted by paragraph (1)(a) or (b) - must not incorporate any changes made otherwise than:

(i) for the purpose of correcting a defect or non-compliance as mentioned in that paragraph; or

(ii) as permitted by the regulations; and

(c) if it is provided as permitted by paragraph (1)(c) - must comply with any conditions imposed by regulations made for the purpose of that paragraph.

Form of supplementary or replacement CSF offer document

738W(3)    
At the beginning of a supplementary CSF document, there must be:

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

(b) an identification of the affected offer document it supplements; and

(c) a statement that it is to be read together with the affected offer document.

738W(4)    
At the beginning of a replacement CSF offer document, there must be:

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

(b) an identification of the affected offer document it replaces.

Responsible intermediary may publish supplementary or replacement CSF offer document on offer platform

738W(5)    
If, in accordance with this section, the company making a CSF offer provides the responsible intermediary with a supplementary CSF offer document or a replacement CSF offer document, then subject to subsection (6), the intermediary may:

(a) in the case of a supplementary CSF offer document - publish the supplementary CSF offer document on the offer platform (together with the affected offer document); or

(b) in the case of a replacement CSF offer document - substitute the replacement offer document for the affected offer document on the offer platform.

Note: The responsible intermediary is not required to publish the supplementary or replacement CSF offer document. See also the provisions of section 738X relating to suspension or closure of CSF offers.

738W(6)    
The following provisions apply in relation to a supplementary CSF offer document or a replacement CSF offer document in the same way as they apply to any CSF offer document:

(a) section 738M (consents needed for publication of CSF offer document);

(b) section 738Q (gatekeeper obligations of CSF intermediaries).

738W(7)    
However, subsection 738M(2) does not apply so as to require a fresh consent to be obtained in relation to a statement if the supplementary CSF offer document, or replacement CSF offer document, does not make any material change to either the form of the statement as it was included in the affected offer document, or the context in which it was included.

Consequences of publication of a supplementary CSF offer document

738W(8)    
If a supplementary CSF offer document for a CSF offer is published on the offer platform, then, for the purposes of the application of this Chapter to events that occur after that document is first published on the platform, the CSF offer document is taken to be the affected offer document together with the supplementary CSF offer document.

Consequences of publication of a replacement CSF offer document

738W(9)    
If a replacement CSF offer document for a CSF offer is published on the offer platform, then, for the purposes of the application of this Chapter to events that occur after that document is first published on the platform, the CSF offer document is taken to be the replacement CSF offer document.