THE CORPORATIONS LAW

CHAPTER 6D - FUNDRAISING

PART 6D.2 - DISCLOSURE TO INVESTORS ABOUT SECURITIES

Division 3 - Types of disclosure documents

SECTION 709   PROSPECTUSES, SHORT-FORM PROSPECTUSES, PROFILE STATEMENTS AND OFFER INFORMATION STATEMENTS  

709(1)  Prospectus or short-form prospectus.  

If an offer of securities needs disclosure to investors under this Part, a prospectus must be prepared for the offer unless subsection (4) allows an offer information statement to be used instead. Under section 712, the prospectus may simply refer to material already lodged with ASIC instead of including it.

Note:

See sections 710 to 713 for the contents of a prospectus.

709(2)  Profile statement.  

A profile statement for an offer may be prepared in addition to the prospectus if ASIC has approved the making of offers of that kind with a profile statement instead of a disclosure document.

Note 1:

See section 714 for the contents of a profile statement.

Note 2: Subsection 729(2) provides that there is still liability to investors on the prospectus when a profile statement is used.

709(3)  (ASIC approval)  

ASIC may approve the use of profile statements for offers of securities of a particular kind. The approval may specify information to be included in the profile statement (including information about a matter referred to in paragraphs 714(1)(a) to (d)).

709(4)  Offer information statement.  

A body offering to issue securities may use an offer information statement for the offer instead of a prospectus if the amount of money to be raised by the body by issuing the securities, when added to all amounts previously raised by:

(a)  the body; or

(b)  a related body corporate; or

(c)  an entity controlled by:

(i) a person who controls the body; or

(ii) an associate of that person;

by issuing securities under an offer information statement is $5 million or less.

Note 1:

See section 715 for the contents of an offer information statement. The statement must include financial statements that are less that 6 months old.

Note 2: Under section 740, ASIC may make a determination aggregating the transactions of bodies that ASIC considers to be closely related.

709(5)  [Calculation of amount raised]  

In working out the amount of money to be raised by a body or entity by issuing securities, include the following:

(a)  the amount payable for the securities at the time when they are issued

(b)  if the securities are issued partly-paid - any amount payable at a future time if a call is made

(c)  if the securities are options - any amount payable on the exercise of the options

(d)  if the securities carry a right to convert the securities into other securities - any amount payable on the exercise of that right.