Corporations Act 2001
The prospectus must set out the terms and conditions of the offer. Disclosure of interests and fees of certain people involved in the offer 711(2)
The prospectus must set out the nature and extent of the interests (if any) that each person referred to in subsection (4) holds, or held at any time during the last 2 years, in:
(a) the formation or promotion of the body; or
(b) property acquired or proposed to be acquired by the body in connection with:
(i) its formation or promotion; or
(ii) the offer of the securities; or
(c) the offer of the securities. 711(3)
The prospectus must set out the amount that anyone has paid or agreed to pay, or the nature and value of any benefit anyone has given or agreed to give:
(a) to a director, or proposed director, to induce them to become, or to qualify as, a director of the body; and
(b) for services provided by a person referred to in subsection (4) in connection with:
(i) the formation or promotion of the body; or
(ii) the offer of the securities; and
(c) if the prospectus is for interests in a managed investment scheme - to the responsible entity:
(i) to procure acquisitions of interests in the scheme; or
(ii) for services provided under the constitution of the scheme.
To comply with this subsection it is not sufficient merely to state in the prospectus that a person has been paid or will be paid normal, usual or standard fees.711(4)
Disclosures need to be made under subsections (2) and (3) in relation to:
(a) any directors and proposed directors of the body;
(b) a person named in the prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of the prospectus;
(d) a promoter of the body;
(e) an underwriter (but not a sub-underwriter) to the issue or sale or a financial services licensee named in the prospectus as a financial services licensee involved in the issue or sale.
If the prospectus for an offer of securities states or implies that the securities will be able to be traded on a financial market (whether in Australia or elsewhere), the prospectus must state that:
(a) the securities have been admitted to quotation on that financial market; or
(b) an application for admission of the securities to quotation on that financial market has been made to the operator of that market; or
(c) an application for admission of the securities to quotation on that financial market will be made to the operator of that market within 7 days after the date of the prospectus.
Note 1: Paragraph 724(1) (b) gives times within which the person should seek and obtain admission to quotation.
Note 2: Subsection 716(1) requires the prospectus to be dated.
The prospectus must state that no securities will be issued on the basis of the prospectus after the expiry date specified in the prospectus. The expiry date must not be later than 13 months after the date of the prospectus. The expiry date of a replacement prospectus must be the same as that of the original prospectus it replaces.
Note 1: Subsection 716(1) requires the prospectus to be dated.
Note 2: Section 719 deals with replacement prospectuses.Lodgment with ASIC 711(7)
The prospectus must state that:
(a) a copy of the prospectus has been lodged with ASIC; and
(b) ASIC takes no responsibility for the content of the prospectus.
[ CCH Note: S 711(7) will be amended by No 69 of 2020, s 3, Sch 1 - [ 1070], by substituting " the Registrar " for " ASIC " in the heading, " the Registrar " for " ASIC " in para (a) and " neither ASIC nor the Registrar takes " for " ASIC takes no " in para (b) (effective 22 June 2022 or a day or days to be fixed by Proclamation).]
The prospectus must set out the information required by the regulations. Section does not apply to 2-part simple corporate bonds prospectus 711(9)
This section does not apply to a 2-part simple corporate bonds prospectus.