CORPORATIONS ACT 2001 - SECT 713 Special prospectus content...

CORPORATIONS ACT 2001 - SECT 713

Special prospectus content rules for continuously quoted securitiesmce-anchor
Alternative general disclosure test
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(1) A prospectus for an offer of:
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(a) continuously quoted securities of a body; or
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(b) options to acquire continuously quoted securities of a body;
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satisfies section 710 if it complies with subsections (2), (3) and (4) of this section.
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(2) The prospectus must contain all the information investors and their professional advisers would reasonably require to make an informed assessment of:
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(a) the effect of the offer on the body; and
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(c) the rights and liabilities attaching to the securities offered; and
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(d) if the securities are options--the rights and liabilities attaching to:
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(i) the options themselves; and
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(ii) the underlying securities.
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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.
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(3) The prospectus must state that:
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(a) as a disclosing entity, the body is subject to regular reporting and disclosure obligations; and
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(b) copies of documents lodged with ASIC in relation to the body may be obtained from, or inspected at, an ASIC office.
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(4) The prospectus must either:
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(a) inform people of their right to obtain a copy of any of the following documents:
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(i) the annual financial report most recently lodged with ASIC by the body;
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(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;
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(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
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(b) include, or be accompanied by, a copy of the document.
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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.
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Information excluded from continuous disclosure notice
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(5) Information about the offer must also be set out in the prospectus if the information:
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(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
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(b) is information that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
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(i) the assets and liabilities, financial position and performance, profits and losses and prospects of the body; and
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(ii) the rights and liabilities attaching to the securities being offered.
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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.
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ASIC power to exclude entity from this section
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(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:
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(a) the provisions of Chapter 2M;
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(aa) subsection 674(2) or 675(2);
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(ab) subsection 708AA(10) or 708A(9);
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(b) section 724;
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(c) section 728;
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(d) section 1308 as it applies to a notice under subsection 708AA(2) or 708A(5);
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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.
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Section does not apply to 2-part simple corporate bonds prospectus
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(7) This section does not apply to a 2-part simple corporate bonds prospectus.