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 E is modified by the ASIC Corporations (Employee Share Schemes) Instrument 2022/1021.
CCH Note: Section 1100ZJ is modified by the ASIC Corporations (Employee Share Schemes) Instrument 2022/1021.
This section applies to offers of ESS interests that are expressed to be made under this Division, if: (a) paragraph 1100Q(1)(a) applies to the offer; and (b) the offer is made in, or accompanied by, a document that purports to be an ESS offer document required by section 1100W for the offer.
1100ZJ(2)
A person covered by subsection (3) must notify, in writing, the body corporate or responsible entity of a registered scheme making the offer as soon as practicable if, during the application period for the offer mentioned in paragraph 1100W(2)(e) , the person becomes aware that: (a) a material statement in any of the following documents is misleading or deceptive:
(i) a document that purports to be an ESS offer document required by section 1100W for the offer;
(b) there is a material omission of information from any of the documents mentioned in paragraph (a) that would result in any of those documents being misleading or deceptive; or (c) a material new circumstance exists that:
(ii) information that purports to be supporting information required under section 1100X for the offer; or
(i) has arisen during the application period for the offer mentioned in paragraph 1100W(2)(e) ; and
(ii) if the new circumstance had occurred before the offer was made, would have been required to be included in any of the documents mentioned in paragraph (a) .
1100ZJ(3)
The following persons are covered by this subsection: (a) each director of the body corporate or responsible entity; (b) a person named, with the person ' s consent, in any document mentioned in paragraph (2)(a) as a proposed director of the body corporate or responsible entity; (c) a person named, with the person ' s consent, in any document mentioned in paragraph (2)(a) as having made a statement:
(i) that is included in any such document; or
(ii) on which a statement made in any such document is based.
1100ZJ(4)
An offence based on subsection (2) is an offence of strict liability.
Defence - withdrawal of consent
1100ZJ(5)
A person does not commit an offence against subsection (2) if: (a) the person is named, with the person ' s consent, in any document mentioned in paragraph (2)(a) :
(i) as a director or proposed director of the body corporate or responsible entity; or
(b) at any time, the person publicly withdraws the person ' s consent to being named in the document in that way.
(ii) as having made a statement that is included in any such document or on which a statement made in any such document is based; and
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