Corporations Regulations 2001

CHAPTER 6D - FUNDRAISING  

PART 6D.2 - DISCLOSURE TO INVESTORS ABOUT SECURITIES  

REGULATION 6D.2.04   SIMPLE CORPORATE BONDS - BASE PROSPECTUS  

6D.2.04(1)    
For subsections 713C(5) and (6) of the Act, this regulation specifies:

(a) the information that must be contained in a base prospectus for simple corporate bonds; and

(b) the statements that must be set out in a base prospectus for simple corporate bonds.

6D.2.04(2)    
Subregulation (1) does not prevent a base prospectus from containing other material or setting out other statements.

6D.2.04(3)    
A base prospectus must contain a table of contents and sections dealing with the following matters:

(a) Section 1: What you need to know;

(b) Section 2: About the bonds;

(c) Section 3: About the issuer;

(d) Section 4: Risks;

(e) Section 5: Other information you should consider;

(f) Section 6: Glossary.

Section 1: What you need to know

6D.2.04(4)    
The following statements, or statements to the same effect as the following statements, must be set out in section 1 of a base prospectus:

(a) This document will be the base prospectus for these bonds for 3 years from the time it is lodged with the Australian Securities and Investments Commission.

(b) There will be a separate offer-specific prospectus for each offer of bonds during the life of this base prospectus.

(c) To make an informed investment decision about these bonds, you should read the offer-specific prospectus and this base prospectus before investing.

(d) This base prospectus alone is not an offer. The offer is contained in the offer-specific prospectus, this base prospectus and other information that is incorporated by reference into the offer-specific prospectus and this base prospectus.

(e) To find out more about the pros and cons of investing in corporate bonds, visit ASIC ' s MoneySmart website: http://moneysmart.gov.au.

Section 2: About the bonds

6D.2.04(5)    
The following information must be contained in section 2 of a base prospectus:

(a) information on the program of the bonds (if applicable), including any pre-planned future issues of bonds;

(b) details of the key aspects of the bonds, including information about the following matters:

(i) the interaction between the coupon rate and yield;

(ii) the interest rate of the bonds;

(iii) the term of the bonds;

(iv) the maturity and redemption of the bonds;

(v) events that will constitute default;

(vi) guarantees in relation to the bonds and information about any guarantors;

(vii) security and ranking.

Note: If information mentioned in this subregulation is contained in another document that has been lodged with ASIC, a base prospectus may refer to that lodged document instead of setting out the information (see section 713E of the Act).

Section 3: About the issuer

6D.2.04(6)    
The following information must be contained in section 3 of a base prospectus:

(a) brief information about the issuing body that includes a summary of the body ' s:

(i) business; and

(ii) management personnel (including directors and senior managers); and

(iii) business strategy; and

(iv) governance arrangements;

(b) the trust deed relating to the issuing body;

(c) an explanation of the role of the trustee;

(d) additional information about the issuing body that relates to the investment decision, and where that information can be obtained, including:

(i) a reference to the issuing body ' s annual report and financial report; and

(ii) a reference to any half-year report that the issuing body lodged with ASIC after it lodged an annual financial report and before it lodged the most recent copy of the base prospectus with ASIC; and

(e) the key financial ratios, calculated in accordance with regulation 6D.2.06 , that are relevant to the issuing body, accompanied by:

(i) an explanation of those key financial ratios; and

(ii) information about how a change to those key financial ratios may affect the bonds to be issued under the base prospectus.

Note: If information mentioned in this subregulation is contained in another document that has been lodged with ASIC, a base prospectus may refer to that lodged document instead of setting out the information (see section 713E of the Act).

6D.2.04(7)    
The following statements, or statements to the same effect as the following statements, must be set out in section 3 of a base prospectus:

A publicly listed entity must release financial reports and continuously disclose information that may have an impact on its share or bond price. This information is available publicly on the relevant market exchange. You should consider this information when making an investment decision about bonds. While this information is important, it is not considered part of the disclosure document for the offer of bonds using this base prospectus.

Section 4: Risks

6D.2.04(8)    
The following information must be contained in section 4 of a base prospectus:

(a) the main risks associated with bonds and an explanation of those risks;

(b) the issuing body ' s main business risks;

(c) if other risks specific to bonds may be relevant to a consumer ' s investment decision - an explanation of those other risks;

(d) if other business risks may be relevant to a consumer ' s investment decision - an explanation of those other risks.

Note: If information mentioned in this subregulation is contained in another document that has been lodged with ASIC, a base prospectus may refer to that lodged document instead of setting out the information (see section 713E of the Act).

Section 5: Other information you should consider

6D.2.04(9)    
The following information must be contained in section 5 of a base prospectus:

(a) an explanation of the consequences, relating to taxation, of investing in bonds;

(b) information relating to privacy in general and the issuing body ' s obligations under privacy laws;

(c) any applicable selling restrictions.

Note: If information mentioned in this subregulation is contained in another document that has been lodged with ASIC, a base prospectus may refer to that lodged document instead of setting out the information (see section 713E of the Act).

6D.2.04(10)    
The following statements, or statements to the same effect as the following statements, must be set out in section 5 of a base prospectus:

(a) More information on the tax implications associated with investing in bonds can be found on the Australian Taxation Office ' s website: http://www.ato.gov.au.

(b) The following is a list of material referred to, but not set out in full, in this base prospectus. However, the material (or relevant extracts of the material) is incorporated by reference and, as such, forms part of the offer of bonds covered by this base prospectus.

6D.2.04(11)    
Section 5 of a base prospectus must contain a list of material referred to, but not set out in full, in the prospectus.

Section 6: Glossary

6D.2.04(12)    
The information that section 6 of a base prospectus must contain is information that is adequate to explain the meanings of terms required to understand the content of:

(a) the base prospectus; or

(b) the offer-specific prospectus that is combined with the base prospectus to create a 2-part simple corporate bonds prospectus.

Note: See section 713B of the Act.