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 1100V   ISSUE CAP FOR OFFERS INVOLVING CONSIDERATION  

1100V(1)    
An offer of ESS interests in a body corporate or registered scheme complies with the issue cap if, at the time the offer is made, the body corporate or responsible entity of the registered scheme reasonably believes:

(a)    the total number of fully paid shares in the body corporate or interests in the registered scheme that are, or are covered by, the ESS interests of the body corporate or scheme that may be issued under the offer; and

(b)    the total number of fully paid shares in the body corporate or interests in the registered scheme that are, or are covered by, the ESS interests that have been issued, or could have been issued, under offers made in connection with the employee share scheme at any time during the 3 year period ending on the day the offer is made;

does not exceed the percentage referred to in subsection (2) of the number of those fully paid shares or interests actually issued by the body corporate or scheme (whether in connection with the employee share scheme or otherwise) as at the start of the day the offer is made.

1100V(2)    
The percentage is:

(a)    if the constitution of the body corporate or registered scheme specifies an issue cap percentage - that percentage; or

(b)    if paragraph (a) does not apply - the greater of the following:

(i) for a body corporate or registered scheme that is included in the official list of a financial market covered by section 1100K - 5%;

(ii) for a body corporate that is not included in the official list of a financial market covered by section 1100K - 20%;

(iii) the percentage (if any) prescribed by the regulations for the purposes of this subparagraph.

Modification for stapled securities

1100V(3)    
However, if the ESS interest is, or covers, a stapled security, then:

(a)    each body corporate or registered scheme mentioned in paragraph 1100M(1)(f) in relation to an interest that comprises the stapled security is treated as offering that interest; and

(b)    to comply with the issue cap, subsection (1) must be satisfied in relation to each of those offers.