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

Schedule 2   Continuous disclosure obligations

Part 1   Main amendments

Corporations Act 2001

7   After section 674

Insert:

674A Continuous disclosure - listed disclosing entity bound by a disclosure requirement in market listing rules - knowledge, recklessness or negligence

(1) Subsection (2) applies to a listed disclosing entity if provisions of the listing rules of a listing market in relation to that entity require the entity to notify the market operator of information about specified events or matters as they arise for the purpose of the operator making that information available to participants in the market.

(2) If:

(a) this subsection applies to a listed disclosing entity; and

(b) the entity has information that those provisions require the entity to notify to the market operator; and

(c) the information is not generally available; and

(d) 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;

the entity must notify the market operator of that information in accordance with those provisions.

Note 1: Except for paragraph (d), this subsection is identical to subsection 674(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)).

(3) A person who is involved in a listed 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 listed disclosing entity complied with its obligations under subsection (2); and

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

(5) For the purposes of this section, subsections 674(3) and (3A) apply as if each reference in those subsections to subsection 674(2) were replaced by a reference to subsection (2) of this section.

(6) Nothing in subsection (2) is intended to affect or limit the situations in which action can be taken in respect of a failure to comply with provisions referred to in subsection (1).

(7) 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).