Corporations Act 2001

CHAPTER 7 - FINANCIAL SERVICES AND MARKETS  

Note: This Chapter applies to a CCIV in a modified form: see Division 4 of Part 8B.7 .

PART 7.12 - MISCELLANEOUS  

Division 1A - Employee share schemes  

Subdivision C - Offers that are eligible to be made under this Division  

SECTION 1100Y   TERMS OF THE OFFER - DISCLOSURE ETC.  

1100Y(1)    
The terms of an offer of ESS interests in connection with an employee share scheme comply with this section if, under those terms:

(a)    an ESS participant cannot acquire an ESS interest under the offer until at least 14 days after receiving the ESS offer document and any supporting information required under section 1100X (if applicable) for the offer; and

(b)    if the ESS offer document included only a summary of the terms of the offer - the person who makes the offer must provide an ESS participant with a copy of the full terms of the offer within 10 business days of the ESS participant requesting a copy of those full terms; and

(c)    if the ESS offer document included only a summary of the terms of a loan or ESS contribution plan - the person who makes the offer must provide an ESS participant with a copy of the full terms of the loan or plan within 10 business days of the ESS participant requesting a copy of those full terms; and

(d)    if the ESS offer document included only a summary of a trust deed - the person who makes the offer must provide an ESS participant with a copy of the full trust deed within 10 business days of the ESS participant requesting a copy of the full trust deed; and

(e)    if the offer is made by a trustee of a trust that meets the requirements of section 1100S - the trustee must comply with the trust deed.

Note: If an offer contravenes a term mentioned in this subsection, or subsection (3) or (4) (if applicable), regulatory relief for the offer is revoked: see section 1100ZG .

Additional requirements for unlisted bodies corporate

1100Y(2)    
Subsections (3) and (4) apply if the offer is of ESS interests in a body corporate that is not included in the official list of a financial market covered by section 1100K .

1100Y(3)    
The terms of the offer must also provide that, if the ESS participant is given a draft sale agreement in satisfaction of paragraph 1100X(3)(e) (about valuations), the ESS participant cannot acquire an ESS interest until a sale agreement that is not materially different from the draft sale agreement has been executed.

1100Y(4)    
If the offer is of options or incentive rights, and monetary consideration is to be provided on the exercise of the options or incentive rights, the terms of the offer must also be such that:

(a)    the options cannot be exercised, or the incentive rights cannot vest, unless the following documents are provided to the ESS participant at least 14 days before the exercise of the option or vesting of the incentive right:

(i) the financial information mentioned in subsection 1100X(2) , accompanied by a statement as to whether that financial information has been audited;

(ii) a document covered by subsection 1100X(3) (about valuations) in relation to the underlying ESS interest;

(iii) a statement that the body corporate is solvent;

(iv) any other information prescribed by the regulations for the purposes of this subparagraph; and

(b)    the person who made the offer must provide the ESS participant with the information mentioned in paragraph (a) at least 14 days before the option becomes exercisable or the incentive right vests; and

(c)    if the ESS participant is given a draft sale agreement in satisfaction of subparagraph (a)(ii) - the ESS participant cannot exercise the option or right until a sale agreement that is not materially different from the draft sale agreement has been executed.

Regulations may provide other ways of complying with this section

1100Y(5)    
An offer also complies with this section if the offer is of a kind prescribed by the regulations for the purposes of this subsection.