Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (82 of 2021)

Schedule 2   Continuous disclosure obligations

Part 1   Main amendments

Corporations Act 2001

13   After section 675

Insert:

675A Continuous disclosure - other disclosing entities - knowledge, recklessness or negligence

(1) This section applies to:

(a) a listed disclosing entity if:

(i) there is only one listing market in relation to the entity and the listing rules of that market do not contain provisions of a kind referred to in subsection 674A(1); or

(ii) there is more than one listing market in relation to the entity and none of those markets have listing rules that contain provisions of a kind referred to in subsection 674A(1); or

(b) an unlisted disclosing entity.

(2) If:

(a) the disclosing entity becomes aware of information that is not generally available; and

(b) the entity knows, or is reckless or negligent with respect to whether, the information would, if it were generally available, have a material effect on the price or value of ED securities of the entity; and

(c) either:

(i) if those securities are not managed investment products or foreign passport fund products - the information is not required to be included in a supplementary disclosure document or a replacement disclosure document in relation to the entity; or

(ii) if those securities are managed investment products or foreign passport fund products - the information has not been included in a Product Disclosure Statement, a Supplementary Product Disclosure Statement, or a Replacement Product Disclosure Statement, a copy of which has been lodged with ASIC; and

(d) regulations made for the purposes of this paragraph do not provide that disclosure under this section is not required in the circumstances;

the disclosing entity must, as soon as practicable, lodge a document with ASIC containing the information.

Note 1: Except for paragraph (b), this subsection is identical to subsection 675(2).

Note 2: This subsection is a financial services civil penalty provision (see section 1317E). As a result, compensation orders are available for contraventions of this subsection (see section 1317HA). For relief from liability relating to this subsection, see section 1317S.

Note 3: This subsection does not create an offence (see subsection 1311(1A)).

Note 4: This subsection has an extended operation in relation to disclosing entities that have made recognised offers of securities under Chapter 8 (see section 1200K).

(3) A person who is involved in a disclosing entity's contravention of subsection (2) contravenes this subsection.

Note 1: This subsection is a financial services civil penalty provision (see section 1317E). As a result, compensation orders are available for contraventions of this subsection (see section 1317HA). For relief from liability relating to this subsection, see section 1317S.

Note 2: Section 79 defines involved .

(4) A person does not contravene subsection (3) if the person proves that the person:

(a) took all steps (if any) that were reasonable in the circumstances to ensure that the disclosing entity complied with its obligations under subsection (2); and

(b) after doing so, believed on reasonable grounds that the disclosing entity was complying with its obligations under that subsection.

(5) For the purposes of this section, subsections 675(3) and (4) apply as if each reference in those subsections to subsection 675(2) were replaced by a reference to subsection (2) of this section.

(6) Subsection 1317QB(1) (state of mind) does not apply in relation to subsections (2) and (3) of this section.

Note: In relation to subsection (3) of this section, see also subsection 1317QB(2).