Corporations Act 2001

CHAPTER 6D - FUNDRAISING  

PART 6D.2 - DISCLOSURE TO INVESTORS ABOUT SECURITIES (OTHER THAN FOR CSF OFFERS)  

Division 4 - Disclosure requirements  

SECTION 713   SPECIAL PROSPECTUS CONTENT RULES FOR CONTINUOUSLY QUOTED SECURITIES  

Alternative general disclosure test

713(1)    
A prospectus for an offer of:

(a)    continuously quoted securities of a body; or

(b)    options to acquire continuously quoted securities of a body;

satisfies section 710 if it complies with subsections (2) , (3) and (4) of this section.

713(2)    
The prospectus must contain all the information investors and their professional advisers would reasonably require to make an informed assessment of:

(a)    the effect of the offer on the body; and

(b) (Repealed)

(c)    the rights and liabilities attaching to the securities offered; and

(d)    if the securities are options - the rights and liabilities attaching to:

(i) the options themselves; and

(ii) the underlying securities.

The prospectus must contain this information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in the prospectus.

713(3)    
The prospectus must state that:

(a)    

as a disclosing entity, the body is subject to regular reporting and disclosure obligations; and

(b)    copies of documents lodged with ASIC in relation to the body may be obtained from, or inspected at, an ASIC office.

713(4)    
The prospectus must either:

(a)    

inform people of their right to obtain a copy of any of the following documents:

(i) the annual financial report most recently lodged with ASIC by the body;

(ii) any half-year financial report lodged with ASIC by the body after the lodgment of that annual financial report and before the lodgment of the copy of the prospectus with ASIC;

(iii) any continuous disclosure notices given by the body after the lodgment of that annual financial report and before the lodgment of the copy of the prospectus with ASIC; or

(b)    include, or be accompanied by, a copy of the document.

If the prospectus informs people of their right to obtain a copy of the document, the person making the offer must give a copy of the document free of charge to anyone who asks for it during the application period for the prospectus.

Information excluded from continuous disclosure notice

713(5)    
Information about the offer must also be set out in the prospectus if the information:

(a)    

has been excluded from a continuous disclosure notice in accordance with the listing rules of the prescribed financial market whose operator was given the notice; and

(b)    is information that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

(i) the assets and liabilities, financial position and performance, profits and losses and prospects of the body; and

(ii) the rights and liabilities attaching to the securities being offered.

The prospectus must contain this information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in the prospectus.

ASIC power to exclude entity from this section

713(6)    

ASIC may determine in writing that a body may not rely on this section if it is satisfied that, in the previous 12 months, any of the following provisions were contravened in relation to the body:

(a)    the provisions of Chapter 2M ;

(aa)    

subsection 674(2) , 674A(2) , 675(2) or 675A(2) ;

(ab)    

subsection 708AA(10) or 708A(9) ;

(b)    section 724 ;

(c)    section 728 ;

(d)    

section 1308 as it applies to a notice under subsection 708AA(2) or 708A(5) ;

ASIC must publish a copy of the determination in the Gazette .

While the determination is in force, section 710 and not this section applies to securities of the body.

Section does not apply to 2-part simple corporate bonds prospectus

713(7)    

This section does not apply to a 2-part simple corporate bonds prospectus.