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 D - Making offers under this Division  

SECTION 1100ZG   REVOCATION OF REGULATORY RELIEF IN CERTAIN CIRCUMSTANCES  

Revocation of regulatory relief - general case

1100ZG(1)    
Section 1100ZC does not apply, and is taken never to have applied, to an offer for the issue, sale or transfer of ESS interests in connection with an employee share scheme of a body corporate or registered scheme if:

(a)    at the time the offer was made, it was eligible to be made under this Division because of the operation of section 1100Q (offers for monetary consideration); and

(b)    at any time after the offer is made, an ESS participant makes a payment to acquire ESS interests under the offer, or makes a payment to exercise options or incentive rights that were acquired under the offer; and

(c)    at any time after the offer is made, any of the following occur:

(i) for an offer under which an ESS interest of the body corporate or registered scheme may be issued or transferred by the trustee of a trust - the trust ceases to meet the requirements in section 1100S or the trustee of the trust does not comply with a term of the trust deed;

(ii) the offer results in a breach of the issue cap (see section 1100V );

(iii) the offer results in a breach of the monetary cap (if applicable) for a primary participant (see section 1100ZA );

(iv) any plan under which an ESS participant may acquire the ESS interests by making regular payments, or having regular deductions made from the participant ' s salary or wages, ceases to be an ESS contribution plan for the offer (see section 1100T );

(v) 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 ceases to comply with section 1100U ;

(vi) the person who makes the offer contravenes a term of the offer mentioned in section 1100Y (terms of the offer - disclosure).

Note: The terms of an offer for the issue or sale of ESS interests for monetary consideration (or a summary of those terms) must be set out in the offer document for the offer: see section 1100W .

Revocation of regulatory relief - no monetary consideration offers using trusts

1100ZG(2)    
Section 1100ZC does not apply, and is taken never to have applied, to an offer for the issue, sale or transfer of ESS interests in connection with an employee share scheme of a body corporate or registered scheme if:

(a)    at the time the offer was made, it was eligible to be made under this Division because of the operation of section 1100P (offers for no monetary consideration); and

(b)    under the offer, an ESS interest of the body corporate or registered scheme may be issued or transferred by the trustee of a trust; and

(c)    at any time after the offer is made, an ESS participant acquires ESS interests under the offer; and

(d)    at any time after the offer is made, the trust ceases to meet the requirements in section 1100S or the trustee of the trust does not comply with a term of the trust deed.

Revocation of regulatory relief - small scale offers using trusts, contribution plans or loans

1100ZG(3)    
Section 1100ZC does not apply, and is taken never to have applied, to an offer for the issue, sale or transfer of ESS interests in connection with an employee share scheme of a body corporate or registered scheme if:

(a)    at the time the offer was made, it was eligible to be made under this Division because of the operation of subsection 1100R(2) (small scale offers); and

(b)    at any time after the offer is made, an ESS participant makes a payment to acquire ESS interests under the offer, or makes a payment to exercise options or incentive rights that were acquired under the offer; and

(c)    at any time after the offer is made, any of the following occur:

(i) for an offer under which an ESS interest of the body corporate or registered scheme may be issued or transferred by the trustee of a trust - the trust ceases to meet the requirements in section 1100S or the trustee of the trust does not comply with a term of the trust deed;

(ii) any plan under which an ESS participant may acquire the ESS interests by making regular payments, or having regular deductions made from the participant ' s salary or wages, ceases to be an ESS contribution plan for the offer (see section 1100T );

(iii) 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 ceases to comply with section 1100U .

When contravention occurs

1100ZG(4)    
Subsection (5) applies if subsection (1) , (2) or (3) operates to treat section 1100ZC as never having applied to an offer of ESS interests because of an event (a revocation event ) occurring as described in any of the following provisions of this section:

(a)    subparagraphs (1)(c)(i) to (vi);

(b)    paragraph (2)(d) ;

(c)    subparagraphs (3)(c)(i) to (iii).

1100ZG(5)    
For the purposes of determining:

(a)    under section 1316 when proceedings for an offence against this Act may be instituted; and

(b)    under section 1317K when proceedings for a declaration of a contravention of a provision of this Act may be started;

the act or omission alleged to constitute the offence or the contravention (as the case requires) is taken to have occurred when the revocation event occurs.