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Corporations Bill 2001

Part 6D.1 Application of the fundraising provisions

   

700   Coverage of the fundraising rules

Securities covered

             (1)  Subsection 92(3) defines securities for the purposes of this Chapter.

Offers and invitations both covered

             (2)  For the purposes of this Chapter:

                     (a)  offering securities for issue includes inviting applications for the issue of the securities; and

                     (b)  offering securities for sale includes inviting offers to purchase the securities.

Person offering securities

             (3)  For the purposes of this Chapter, the person who offers securities is the person who has the capacity, or who agrees, to issue or transfer the securities if the offer is accepted.

Geographical coverage of Chapter

             (4)  This Chapter applies to offers of securities that are received in this jurisdiction, regardless of where any resulting issue, sale or transfer occurs.

701   Treatment of offers of interests in managed investment scheme

                   This Chapter applies to offers of interests in managed investment schemes as if:

                     (a)  making the interests available were issuing the interests; and

                     (b)  the person making the interests available were the body whose securities were issued; and

                     (c)  the assets and liabilities, financial position and performance, profits and losses and prospects of the scheme were those of the body; and

                     (d)  a person who has the capacity to determine the outcome of decisions about the financial and operating policies governing the operation of the scheme were able to control the body.

702   Treatment of offers of options over securities

                   For the purposes of this Chapter:

                     (a)  an offer of an option over securities is not taken to be an offer of the underlying securities; and

                     (b)  the grant of an option without an offer of the option is taken to be an offer of the option; and

                     (c)  an offer to grant an option is taken to be an offer to issue the security constituted by the option.

Note 1:       If a disclosure document is needed for the option and there is no further offer involved in exercising the option, the issue or sale of the underlying securities on the exercise of the option does not need a disclosure document.

Note 2:       Paragraph (b)—the grant of the option will not require a disclosure document if no consideration is payable on the grant or the exercise of the option (see subsections 708(15) and (16)).

703   Chapter may not be contracted out of

                   A condition of a contract for the sale or issue of securities is void if it provides that a party to the contract is:

                     (a)  required or bound to waive compliance with any requirement of this Chapter; or

                     (b)  taken to have notice of any contract, document or matter not specifically referred to in the disclosure document for the offer.