CORPORATIONS ACT 2001

CHAPTER 7 - FINANCIAL SERVICES AND MARKETS  

PART 7.9 - FINANCIAL PRODUCT DISCLOSURE AND OTHER PROVISIONS RELATING TO ISSUE, SALE AND PURCHASE OF FINANCIAL PRODUCTS  

Division 2 - Product Disclosure Statements  

Subdivision B - Requirement for a Product Disclosure Statement to be given  

SECTION 1012D   SITUATIONS IN WHICH PRODUCT DISCLOSURE STATEMENT IS NOT REQUIRED  

1012D(1)   Recommendation, issue or sale situation - client has already received an up to date Product Disclosure Statement.  

In a recommendation situation, issue situation or sale situation, the regulated person does not have to give the client a Product Disclosure Statement if:


(a) the client has already received a Product Disclosure Statement that contains all of the information that the first-mentioned Product Disclosure Statement would be required to contain; or


(b) the regulated person believes on reasonable grounds that paragraph (a) applies.

1012D(2)   Recommendation, issue or sale situation - client has or has access to up to date information.  

In a recommendation situation, issue situation or sale situation, the regulated person does not have to give the client a Product Disclosure Statement for the financial product if:


(a) the client already holds a financial product of the same kind; and


(b) the regulated person believes on reasonable grounds that the client has received, or has, and knows that they have, access to, all of the information that the first-mentioned Product Disclosure Statement would be required to contain through:


(i) a Product Disclosure Statement; and

(ii) information provided to the client under section 1017B , 1017C or 1017D or through continuous disclosure under Chapter 6CA .

Note: Paragraph (a) - see subsection (10).

1012D(2A)   Recommendation or issue situation - interests in self-managed superannuation funds.  

In a recommendation situation or issue situation, the regulated person does not have to give the client a Product Disclosure Statement for the financial product if:


(a) the financial product is an interest in a self-managed superannuation fund; and


(b) the regulated person believes on reasonable grounds that the client has received, or has, and knows that they have, access to, all of the information that the Product Disclosure Statement would be required to contain.

1012D(2B)   Recommendation, issue or sale situation - no information required to be in Product Disclosure Statement.  

In a recommendation situation, issue situation or sale situation, the regulated person does not have to give the client a Product Disclosure Statement for the financial product if, because of section 1013F , no information would be required to be included in the Statement.

1012D(3)   Recommendation or issue situation - certain offers to present holders.  

In a recommendation situation or issue situation, the regulated person does not have to give the client a Product Disclosure Statement for the financial product if:


(a) the client already holds a financial product of the same kind; and


(b) either:


(i) in a recommendation situation - the advice that constitutes the relevant conduct relates to an offer made under a distribution reinvestment plan or switching facility; or

(ii) in an issue situation - the offer or issue that constitutes the relevant conduct is made under a distribution reinvestment plan or switching facility.

Note: Paragraph (a) - see subsection (10).

1012D(5)   Recommendation, issue or sale situation - no consideration to be provided.  

In a recommendation situation, an issue situation or a sale situation, the regulated person does not have to give the client a Product Disclosure Statement if:


(a) no consideration is to be provided for the issue or sale of the financial product; and


(b) the financial product is not an option and is:


(i) a managed investment product; or

(ii) a financial product of a kind prescribed by regulations made for the purposes of this subparagraph.

1012D(6)   [ No consideration given for option]  

In a recommendation situation, an issue situation or a sale situation, the regulated person does not have to give the client a Product Disclosure Statement if:


(a) the financial product is an option; and


(b) no consideration is to be provided for the issue or sale of the financial product; and


(c) no consideration is to be provided for the underlying financial product on the exercise of the option.

1012D(7)   Issue or sale situation - takeovers.  

In an issue situation or a sale situation, the regulated person does not have to give the client a Product Disclosure Statement if:


(a) the financial product is:


(i) a managed investment product; or

(ii) an option to acquire, by way of transfer, a share in a body, a debenture of a body or a legal or equitable right or interest in a share in a body or a debenture of a body; and


(b) the offer that constitutes the relevant conduct is made as consideration for an offer made under a takeover bid under Chapter 6 ; and


(c) the offer is accompanied by a bidder ' s statement.

Note: Although a Product Disclosure Statement is not needed, disclosures must be made in the bidder ' s document under section 636 .

1012D(8)   Recommendation, issue or sale situation - responsible entity an exempt body.  

In a recommendation situation, an issue situation or a sale situation, the regulated person does not have to give the client a Product Disclosure Statement if:


(a) the financial product is a financial product described in paragraph 764A(1) (ba) (which relates to certain managed investment schemes that are not registered schemes); and


(b) the holder of the office (by whatever name it is known), in relation to the managed investment scheme, that corresponds most closely to the office of responsible entity of a registered scheme is an exempt body; and


(c) in the case of a recommendation situation or an issue situation - either:


(i) the recommendation that constitutes the relevant conduct relates to an offer made by the office holder referred to in paragraph (b); or

(ii) the offer that constitutes the relevant conduct is made by or to the office holder referred to in paragraph (b).

Note 1: Section 66A defines exempt body .

Note 2: In the case of a sale situation, there is no additional requirement equivalent to paragraph (c).

1012D(9)   Recommendation or issue situation - interim contracts of insurance.  

In a recommendation situation or an issue situation, the regulated person does not have to give the client a Product Disclosure Statement if the financial product is an interim contract of insurance (as defined in subsection 11(2) of the Insurance Contracts Act 1984 ).

Note: This does not detract from the obligation to give a Product Disclosure Statement relating to any contract of insurance that replaces or supersedes the interim contract.

1012D(9A)   Recommendation, issue or sale situation - client is associated with registered scheme.  

In a recommendation situation, an issue situation or a sale situation, the regulated person does not have to give the client a Product Disclosure Statement if:


(a) the financial product is a managed investment product; and


(b) the client is associated (within the meaning of subsection (9B)) with the scheme ' s responsible entity.

1012D(9B)   [ Client associated with scheme ' s responsible entity]  

For the purposes of subsection (9A), the client is associated with the scheme ' s responsible entity if the client is:


(a) a senior manager of the responsible entity or of a related body corporate; or


(b) a spouse, parent, child, brother or sister of a person who is a senior manager of the responsible entity or a related body corporate; or


(c) a body corporate controlled by a person referred to in paragraph (a) or (b).

1012D(10)   Interpretation.  

For the purposes of this section:


(a) a financial product (other than a managed investment product or a superannuation product) is of the same kind as another financial product only if they are both issued:


(i) by the same issuer; and

(ii) on the same terms and conditions (other than price); and


(b) a managed investment product, or a superannuation product, is of the same kind as another product only if the other product is an interest in the same scheme or fund; and


(c) a reference to information that a Product Disclosure Statement would be required to contain includes a reference to information that would be required to be in any statement that the Product Disclosure Statement would be required to contain.


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