Corporations Act 2001
Note: This Chapter applies to a CCIV in a modified form: see Division 4 of Part 8B.7 .
View history note
Hide history noteCCH 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.
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.
CCH Note: Subdivision C is modified by the ASIC Corporations (Employee Share Schemes) Instrument 2022/1021.
CCH Note: Section 1100R is modified by the ASIC Corporations (Employee Share Schemes) Instrument 2022/1021.
Offers other than small scale offerings
1100R(1)
An offer for the issue, sale or transfer of ESS interests to ESS participants in connection with an employee share scheme of a body corporate or registered scheme is covered by this section if: (a) the offer would not require disclosure to any investor under Part 6D.2 (if that Part otherwise applied to the offer) because of section 708 (apart from subsection 708(1) or (15) ) or 708AA ; or (b) the offer would not require any person to be given a Product Disclosure Statement under Part 7.9 (if that Part otherwise applied to the offer) because of section 1012D (apart from subsection 1012D(5) or (6) ), 1012DAA or 1012DA .
Note: This subsection puts beyond doubt that the no consideration exemptions from disclosure in subsections 708(15) and 1012D(5) and (6) cannot be used to exempt an offer of ESS interests from disclosure under Part 6D.2 or 7.9 .
Small scale offerings
1100R(2)
An offer for the issue, sale or transfer of ESS interests to ESS participants in connection with an employee share scheme of a body corporate or registered scheme is covered by this section if: (a) either:
(i) the offer would not require disclosure to any investor under Part 6D.2 (if that Part otherwise applied to the offer) because of subsection 708(1) ; or
(b) any trust that may issue or transfer ESS interests under the scheme meets the requirements in section 1100S ; and (c) any plan under which an ESS participant may acquire ESS interests by making regular payments, or having regular deductions made from the participant ' s salary or wages, is an ESS contribution plan for the offer (see section 1100T ); and (d) any loan offered by the body corporate or relevant responsible entity, or an associated entity of the body corporate or responsible entity, in connection with the scheme complies with section 1100U .
(ii) the offer would not require any person to be given a Product Disclosure Statement under Part 7.9 (if that Part otherwise applied to the offer) because of subsection 1012E(2) ; and
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