Corporations Amendment (Crowd-sourced Funding) Regulations 2018 (F2018L01379)

Schedule 1   Amendments

Corporations Regulations 2001

17   Before regulation 7.9.96

Insert:

Subdivision A - Modifying provisions of Part 7.9 of the Act: offers to purchase securities in certain proprietary companies

7.9.95A Offers to which this Subdivision applies

For the purposes of paragraph 1020G(1)(c) of the Act, this Subdivision applies in relation to an offer for the purchase of securities of a proprietary company if:

(a) at the time the offer is made, the company:

(i) has one or more CSF shareholders; and

(ii) is an eligible CSF company; and

(b) Division 5A of Part 7.9 of the Act applies to the offer.

7.9.95B Duration and withdrawal of the offer

Part 7.9 of the Act applies in relation to the offer as if subsections 1019G(1) and (2) of the Act were modified by omitting "1 month" and inserting "14 days".

7.9.95C Varying the terms of the offer

Part 7.9 of the Act applies in relation to the offer as if section 1019H of the Act were modified by replacing that section with the following:

1019H Varying terms of offer

(1) An offeror may vary the terms of an offer to which this Division applies for the purchase of securities in a proprietary company if:

(a) the variation is:

(i) to improve the consideration offered under the offer; or

(ii) to extend the period that the offer remains open at any time before the end of that period; and

(b) the variation will apply to each offeree that has not accepted the offer before the variation is made.

(2) The variation may only be made by sending a supplementary offer document in printed or electronic form to:

(a) if the variation is to improve the consideration offered under the offer - each offeree in accordance with paragraphs 1019E(1)(a) and (b); or

(b) if the variation is to extend the period that the offer remains open - each offeree that has not accepted the offer in accordance with paragraphs 1019E(1)(a) and (b).

(3) The supplementary offer document must:

(a) identify the offer to which it relates; and

(b) describe the variation; and

(c) be worded and presented in a clear, concise and effective manner.

(4) The terms of the offer cannot be varied otherwise than under this section.

(5) This section does not:

(a) affect the offeror's obligation under section 1019J to update the market value of the financial product to which the offer relates; or

(b) prevent the offeror from withdrawing the offer in accordance with section 1019G or paragraph 1019J(2)(a) and making another offer on different terms; or

(c) prevent the offeree from making a counter-offer on different terms.

7.9.95D Rights if requirements not complied with

Part 7.9 of the Act applies in relation to the offer as if subsection 1019K(1) of the Act were modified by inserting after paragraph 1019K(1)(b) of the Act:

(ba) in a situation where section 1019H applies:

(i) subsection 1019H(2) was not complied with; or

(ii) the supplementary offer document did not comply with subsection 1019H(3); or

(iii) there was a misleading or deceptive statement in the supplementary offer document;

Subdivision B - Other matters