Corporations Act 2001

CHAPTER 7 - FINANCIAL SERVICES AND MARKETS  

Note: This Chapter applies to a CCIV in a modified form: see Division 4 of Part 8B.7 .

PART 7.12 - MISCELLANEOUS  

Division 1A - Employee share schemes  

Subdivision C - Offers that are eligible to be made under this Division  

SECTION 1100R   OFFERS THAT WOULD OTHERWISE NOT NEED DISCLOSURE  

Offers other than small scale offerings

1100R(1)    
An offer for the issue, sale or transfer of ESS interests to ESS participants in connection with an employee share scheme of a body corporate or registered scheme is covered by this section if:

(a)    the offer would not require disclosure to any investor under Part 6D.2 (if that Part otherwise applied to the offer) because of section 708 (apart from subsection 708(1) or (15) ) or 708AA ; or

(b)    the offer would not require any person to be given a Product Disclosure Statement under Part 7.9 (if that Part otherwise applied to the offer) because of section 1012D (apart from subsection 1012D(5) or (6) ), 1012DAA or 1012DA .

Note: This subsection puts beyond doubt that the no consideration exemptions from disclosure in subsections 708(15) and 1012D(5) and (6) cannot be used to exempt an offer of ESS interests from disclosure under Part 6D.2 or 7.9 .

Small scale offerings

1100R(2)    
An offer for the issue, sale or transfer of ESS interests to ESS participants in connection with an employee share scheme of a body corporate or registered scheme is covered by this section if:

(a)    either:

(i) the offer would not require disclosure to any investor under Part 6D.2 (if that Part otherwise applied to the offer) because of subsection 708(1) ; or

(ii) the offer would not require any person to be given a Product Disclosure Statement under Part 7.9 (if that Part otherwise applied to the offer) because of subsection 1012E(2) ; and

(b)    any trust that may issue or transfer ESS interests under the scheme meets the requirements in section 1100S ; and

(c)    any plan under which an ESS participant may acquire ESS interests by making regular payments, or having regular deductions made from the participant ' s salary or wages, is an ESS contribution plan for the offer (see section 1100T ); and

(d)    any loan offered by the body corporate or relevant responsible entity, or an associated entity of the body corporate or responsible entity, in connection with the scheme complies with section 1100U .