Corporations Act 2001
A prospectus for a body ' s securities must contain all the information that investors and their professional advisers would reasonably require to make an informed assessment of the matters set out in the table below. The prospectus must contain this information:
(a) only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in the prospectus; and
(b) only if a person whose knowledge is relevant (see subsection (3)):
(i) actually knows the information; or
(ii) in the circumstances ought reasonably to have obtained the information by making enquiries.
Disclosures [ operative ] Offer Matters 1 offer to issue (or transfer) shares, debentures or interests in a managed investment scheme • the rights and liabilities attaching to the securities offered • the assets and liabilities, financial position and performance, profits and losses and prospects of the body that is to issue (or issued) the shares, debentures or interests 2 offer to grant (or transfer) a legal or equitable interest in securities or grant (or transfer) an option over securities • the rights and liabilities attaching to: - the interest or option - the underlying securities • for an option - the capacity of the person making the offer to issue or deliver the underlying securities • if the person making the offer is: - the body that issued or is to issue the underlying securities; or - a person who controls that body; the assets and liabilities, financial position and performance, profits and losses and prospects of that body • if subsection 707(3) or (5) applies to the offer - the assets and liabilities, financial position and performance, profits and losses and prospects of the body whose securities are offered
Note: Section 713 makes special provision for prospectuses for continuously quoted securities.710(2)
In deciding what information should be included under subsection (1), have regard to:
(a) the nature of the securities and of the body; and
(b) if the securities are investments in a managed investment scheme - the nature of the scheme; and
(c) the matters that likely investors may reasonably be expected to know; and
(d) the fact that certain matters may reasonably be expected to be known to their professional advisers. 710(3)
For the purposes of this section, a person ' s knowledge is relevant only if they are one of the following:
(a) the person offering the securities;
(b) if the person offering the securities is a body - a director of the body;
(c) a proposed director of the body whose securities will be issued under the offer;
(d) a person named in the prospectus as an underwriter of the issue or sale;
(e) a person named in the prospectus as a financial services licensee involved in the issue or sale;
(f) a person named in the prospectus with their consent as having made a statement:
(i) that is included in the prospectus; or
(ii) on which a statement made in the prospectus is based;
(g) a person named in the prospectus with their consent as having performed a particular professional or advisory function.
Note: Section 729 says who is liable for misstatements in, and omissions from, a disclosure document.
[ CCH Note: The first eight words in section 710(3)(e) were not inserted as stated by Sch 1, Pt 2 [ 422] of No 122 of 2001, as they do not appear to be required.]
This section does not apply to a 2-part simple corporate bonds prospectus.