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

CCH note - modifying legislative instruments: The application of Pt 7.12 is affected by the following legislative instruments that commenced or were amended on or after 1 January 2022: the ASIC Corporations (IPH Limited Employee Share Scheme Disclosure) Instrument 2024/293; and the ASIC Corporations (L ' Or é al SA Employee Share Scheme Disclosure) Instrument 2024/296.

For legislative instruments or class orders before 1 January 2022 that affect the application of Pt 7.12, please consult the legislative instruments or class orders directly. These are reproduced in the regulatory-resources section of the company-law practice area in CCH iKnowConnect.

Division 1A - Employee share schemes

View history reference

CCH note - modifying legislative instruments: The application of Division 1A is affected by the following legislative instruments that commenced on or after 1 January 2022: the ASIC Corporations (Employee Share Schemes) Instrument 2022/1021; the ASIC Corporations (IPH Limited Employee Share Scheme Disclosure) Instrument 2024/293; and the ASIC Corporations (L ' Or é al SA Employee Share Scheme Disclosure) Instrument 2024/296.

For legislative instruments or class orders before 1 January 2022 that affect the application of Division 1A, please consult the legislative instruments or class orders directly. These are reproduced in the regulatory-resources section of the company-law practice area in CCH iKnowConnect.

View history note

Subdivision A - Introduction

View history reference

CCH Note: Subdivision A is modified by the ASIC Corporations (Employee Share Schemes) Instrument 2022/1021.

View history note

SECTION 1100E SIMPLIFIED OUTLINE OF THIS DIVISION

View history reference

CCH Note: Section 1100E is modified by the ASIC Corporations (Employee Share Schemes) Instrument 2022/1021.

This Division provides for regulatory relief for offers of interests ( ESS interests ) under an employee share scheme of:

(a) a body corporate; or

(b) a registered scheme that meets certain listing requirements.

Offers may be made to:

(a) directors and employees of the body corporate or the responsible entity of the registered scheme; and

(b) directors and employees of an associated entity of the body corporate or the responsible entity of the registered scheme; and

Offers may also be made to certain related persons of directors, employees and service providers.

The regulatory relief consists of exemptions from the following requirements of this Act:

(a) the disclosure requirements for the issue, sale and transfer of securities (Parts 6D.2 and 6D.3 ) and financial products (Part 7.9 );

(b) the restrictions on advertising of offers for the issue, sale and transfer of securities (section 734 ) or financial products (section 1018A );

(c) the requirement to make a target market determination for a financial product and distribute financial products in accordance with a target market determination (Part 7.8A );

(d) the requirement to hold an Australian financial services licence for a financial service provided in relation to the employee share scheme (section 911A );

(e) the prohibition on the hawking of financial products (section 992A ).

An offer of ESS interests for no consideration is eligible to be made under this Division.

An offer of ESS interests for monetary consideration is eligible to be made under this Division if:

(a) the proportion of shares covered by ESS interests that are offered complies with an issue cap; and

(b) the terms of the offer include certain terms; and

An offer of ESS interests by an unlisted body corporate must also generally comply with a monetary cap.

Regulatory relief is revoked if:

(a) an offer ceases to meet these requirements; or

(b) the body corporate or responsible entity of the scheme does not comply with a term of the offer dealing with disclosure.

An offer of ESS interests is also eligible to be made under this Division if it could otherwise have been made under section 708 , 708AA , 1012D , 1012DAA or 1012DA .

There are offences for making material misleading statements in, or material omissions from, required disclosure documents and information.

View history note

Disclaimer and notice of copyright applicable to materials provided by CCH Australia Limited

CCH Australia Limited ("CCH") believes that all information which it has provided in this site is accurate and reliable, but gives no warranty of accuracy or reliability of such information to the reader or any third party. The information provided by CCH is not legal or professional advice. To the extent permitted by law, no responsibility for damages or loss arising in any way out of or in connection with or incidental to any errors or omissions in any information provided is accepted by CCH or by persons involved in the preparation and provision of the information, whether arising from negligence or otherwise, from the use of or results obtained from information supplied by CCH.

The information provided by CCH includes history notes and other value-added features which are subject to CCH copyright. No CCH material may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download one copy for your personal use only, provided you keep intact all copyright and other proprietary notices. In particular, the reproduction of any part of the information for sale or incorporation in any product intended for sale is prohibited without CCH's prior consent.