Corporations Act 2001




Before a body:

(a) makes an offer of debentures in this jurisdiction that needs disclosure to investors under Chapter 6D , or does not need disclosure to investors under Chapter 6D because of subsection 708(14) (disclosure document exclusion for debenture roll overs) or section 708A (sale offers that do not need disclosure); or

(b) makes an offer of debentures in this jurisdiction or elsewhere as consideration for the acquisition of securities under an off-market takeover bid; or

(c) issues debentures in this jurisdiction or elsewhere under a compromise or arrangement under Part 5.1 approved at a meeting held as a result of an order under subsection 411(1) or (1A) ;

regardless of where any resulting issue, sale or transfer occurs, the body must enter into a trust deed that complies with section 283AB and appoint a trustee that complies with section 283AC .

Note: For rules about when an offer of debentures will need disclosure to investors under Chapter 6D , see sections 706 , 707 , 708 , 708AA and 708A .


An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

The body may revoke the trust deed after it has repaid all amounts payable under the debentures in accordance with the debentures ' terms and the trust deed.

The body must comply with this Chapter.

Note: Sections 168 and 601CZB require a register of debenture holders to be set up and kept.


The regulations may exempt a specified offer of debentures, or a specified class of offers of debentures, from subsection (1).


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