THE CORPORATIONS LAW

SCHEDULES

SCHEDULE 4

TRANSFER OF FINANCIAL INSTITUTIONS AND FRIENDLY SOCIETIES

Note:

See section 1465A.

PART 5 - DEMUTUALISATIONS

Registration of disclosure statement  

32(1) 

ASIC must register the disclosure statement if satisfied that the statement adequately sets out or explains the following (if relevant):

(a)  the variation or cancellation of members' rights

(b)  that the proposed modification will allow the variation or cancellation of members' rights

(c)  in relation to a share issue:

(i) who will and will not receive shares under the issue; and

(ii) the rights and obligations attached to the shares; and

(iii) the implications of the share issue for the management and structure of the company

(d)  what financial benefits (if any) members will be offered if the proposed modification occurs and why the benefits are considered to be appropriate

(e)  the basis upon which members' entitlement to the financial benefits will be determined, including:

(i) any minimum period of membership that a member must satisfy to receive benefits; or

(ii) whether members must pay an amount or provide other value to receive benefits

(f)  any preferential allocation of benefits to members, or a class of members, and how that allocation is to be determined

(g)  any benefits officers of the company (including retiring officers) may receive (whether directly or indirectly) in connection with the proposed modification or share issue

(h)  any other proposed changes to the company that are related to the proposed modification or share issue (for example, whether the company proposes to list its securities for quotation on a securities market of a stock exchange or merge with another company)

(i)  the new name of the company, if the company's name is to be changed in connection with the proposed modification or share issue, or that it is not proposed to change the company's name

(j)  the procedural steps required to vary or cancel the members' rights

(k)  the procedural steps required to issue the shares

(l)  how voting on the proposed modification or share issue will take place.

32(2) 

In deciding whether the disclosure statement adequately sets out or explains the matters in subclause (1), ASIC may also have regard to:

(a)  the readability of the statement; and

(b)  whether the statement would be readily comprehensible by the members of the company concerned.

32(3) 

The disclosure statement must include a statement to the effect that registration of the disclosure statement:

(a)  is on the basis that the statement adequately sets out or explains the matters in subclause (1); and

(b)  does not mean that ASIC has considered whether the proposed modification or share issue is in the best interests of the members of the company as a whole.

32(4) 

Subclause (1) does not limit clause 31.