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This is a Bill, not an Act. For current law, see the Acts databases.
2013-2014
The Parliament of the
Commonwealth of Australia
HOUSE OF REPRESENTATIVES
Presented and read a first time
Corporations Amendment (Simple
Corporate Bonds and Other Measures)
Bill 2014
No. , 2014
(Treasury)
A Bill for an Act to amend the law relating to
corporations, and for other purposes
No. , 2014
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
i
Contents
1
Short title ........................................................................................... 1
2
Commencement ................................................................................. 1
3
Schedule(s) ........................................................................................ 2
Schedule 1--Amendments
3
Part 1--Amendments relating to simple corporate bonds etc.
3
Corporations Act 2001
3
Part 2--Amendments relating to false or misleading statements
etc.
26
Corporations Act 2001
26
No. , 2014
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
1
A Bill for an Act to amend the law relating to
1
corporations, and for other purposes
2
The Parliament of Australia enacts:
3
1 Short title
4
This Act may be cited as the Corporations Amendment (Simple
5
Corporate Bonds and Other Measures) Act 2014.
6
2 Commencement
7
(1) Each provision of this Act specified in column 1 of the table
8
commences, or is taken to have commenced, in accordance with
9
column 2 of the table. Any other statement in column 2 has effect
10
according to its terms.
11
12
2
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
No. , 2014
Commencement information
Column 1
Column 2
Column 3
Provision(s)
Commencement
Date/Details
1. Sections 1 to 3
and anything in
this Act not
elsewhere covered
by this table
The day this Act receives the Royal Assent.
2. Schedule 1
A single day to be fixed by Proclamation.
However, if the provision(s) do not
commence within the period of 6 months
beginning on the day this Act receives the
Royal Assent, they commence on the day
after the end of that period.
Note:
This table relates only to the provisions of this Act as originally
1
enacted. It will not be amended to deal with any later amendments of
2
this Act.
3
(2) Any information in column 3 of the table is not part of this Act.
4
Information may be inserted in this column, or information in it
5
may be edited, in any published version of this Act.
6
3 Schedule(s)
7
Each Act that is specified in a Schedule to this Act is amended or
8
repealed as set out in the applicable items in the Schedule
9
concerned, and any other item in a Schedule to this Act has effect
10
according to its terms.
11
Amendments Schedule 1
Amendments relating to simple corporate bonds etc. Part 1
No. , 2014
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
3
Schedule 1
--Amendments
1
Part 1
--Amendments relating to simple corporate
2
bonds etc.
3
Corporations Act 2001
4
1 Section 9 (before the definition of AASB)
5
Insert:
6
2-part simple corporate bonds prospectus has the meaning given
7
by section 713B.
8
2 Section 9
9
Insert:
10
base prospectus has the meaning given by subsection 713C(1).
11
3 Section 9
12
Insert:
13
offer of simple corporate bonds has the meaning given by
14
section 713A.
15
4 Section 9
16
Insert:
17
offer-specific prospectus, in relation to an offer of simple
18
corporate bonds, has the meaning given by subsection 713D(1).
19
5 Section 9
20
Insert:
21
simple corporate bonds has the meaning given by section 713A.
22
6 Section 9
23
Insert:
24
Schedule 1 Amendments
Part 1 Amendments relating to simple corporate bonds etc.
4
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
No. , 2014
simple corporate bonds depository interest means a beneficial
1
interest in simple corporate bonds, where the interest is or was
2
issued by a simple corporate bonds depository nominee (as a
3
simple corporate bonds depository nominee).
4
7 Section 9
5
Insert:
6
simple corporate bonds depository nominee means a person who:
7
(a) issues to someone else one or more beneficial interests in
8
simple corporate bonds that the person:
9
(i) owns legally; or
10
(ii) would own beneficially, apart from the issue of those
11
interests; or
12
(iii) has a beneficial interest in; and
13
(b) does so with the agreement of the body that issued the bonds.
14
8 At the end of section 283AA
15
Add:
16
(4) The regulations may exempt a specified offer of debentures, or a
17
specified class of offers of debentures, from subsection (1).
18
9 Paragraph 636(1)(g)
19
Omit "under section 710 to 713;", substitute:
20
under whichever of the following is applicable:
21
(iii) sections 710 to 713;
22
(iv) sections 713C to 713E;
23
10 Subsection 700(1)
24
Omit "not include a security referred to in paragraph (e) or (f) of the
25
definition of security in section 761A.", substitute:
26
not include:
27
(a) a security referred to in paragraph (e) or (f) of the definition
28
of security in section 761A; or
29
(b) a simple corporate bonds depository interest in simple
30
corporate bonds, where the simple corporate bonds were
31
issued under a 2-part simple corporate bonds prospectus.
32
Amendments Schedule 1
Amendments relating to simple corporate bonds etc. Part 1
No. , 2014
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
5
11 Section 705 (after table item 2)
1
Insert:
2
2A
2-part simple corporate bonds
prospectus
Must be used for any offer of simple
corporate bonds.
content [713C, 713D, 713E]
procedure [717]
liability [728 and 729]
defences [731 and 733]
12 At the end of section 705 (after the table)
3
Add:
4
Note:
Subsection 709(1A) provides that if the offer period for an offer of
5
simple corporate bonds begins during the 2-year period beginning at
6
the commencement of that subsection, a prospectus (other than a
7
2-part simple corporate bonds prospectus) may be prepared.
8
13 After subsection 708(14)
9
Insert:
10
(14A) Subsection (14) does not apply to:
11
(a) an offer of simple corporate bonds; or
12
(b) an offer of debentures (other than simple corporate bonds), if
13
the offer is made to holders of simple corporate bonds.
14
14 Subsection 709(1)
15
After "securities", insert "(other than an offer of simple corporate
16
bonds)".
17
15 After subsection 709(1)
18
Insert:
19
(1A) If:
20
(a) an offer of simple corporate bonds needs disclosure to
21
investors under this Part; and
22
(b) the offer period begins during the 2-year period beginning at
23
the commencement of this subsection;
24
either of the following must be prepared for the offer:
25
Schedule 1 Amendments
Part 1 Amendments relating to simple corporate bonds etc.
6
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
No. , 2014
(c) a prospectus (other than a 2-part simple corporate bonds
1
prospectus) unless subsection (4) allows an offer information
2
statement to be used instead;
3
(d) a 2-part simple corporate bonds prospectus.
4
Note:
See sections 713B to 713E for the contents of a 2-part simple
5
corporate bonds prospectus.
6
(1B) If a prospectus is prepared under paragraph (1A)(c), then, under
7
section 712, the prospectus may simply refer to material already
8
lodged with ASIC instead of including it.
9
(1C) If:
10
(a) an offer of simple corporate bonds needs disclosure to
11
investors under this Part; and
12
(b) the offer period begins after the 2-year period beginning at
13
the commencement of this subsection;
14
a 2-part simple corporate bonds prospectus must be prepared for
15
the offer.
16
Note:
See sections 713B to 713E for the contents of a 2-part simple
17
corporate bonds prospectus.
18
16 After subsection 709(2)
19
Insert:
20
(2A) Subsection (2) does not apply to an offer of simple corporate
21
bonds.
22
17 Subsection 709(4)
23
After "prospectus", insert "(other than a 2-part simple corporate bonds
24
prospectus)".
25
18 At the end of section 710
26
Add:
27
(4) This section does not apply to a 2-part simple corporate bonds
28
prospectus.
29
19 At the end of section 711
30
Add:
31
Amendments Schedule 1
Amendments relating to simple corporate bonds etc. Part 1
No. , 2014
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
7
Section does not apply to 2-part simple corporate bonds
1
prospectus
2
(9) This section does not apply to a 2-part simple corporate bonds
3
prospectus.
4
20 At the end of section 712
5
Add:
6
Section does not apply to 2-part simple corporate bonds
7
prospectus
8
(6) This section does not apply to a 2-part simple corporate bonds
9
prospectus.
10
21 At the end of section 713
11
Add:
12
Section does not apply to 2-part simple corporate bonds
13
prospectus
14
(7) This section does not apply to a 2-part simple corporate bonds
15
prospectus.
16
22 After section 713
17
Insert:
18
713A Offer of simple corporate bonds
19
Simple corporate bonds
20
(1) If the conditions set out in this section are satisfied in relation to an
21
offer of securities for issue by a body:
22
(a) the offer is an offer of simple corporate bonds; and
23
(b) the securities are simple corporate bonds.
24
Securities must be debentures
25
(2) The securities must be debentures.
26
Schedule 1 Amendments
Part 1 Amendments relating to simple corporate bonds etc.
8
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
No. , 2014
Securities must be quoted on a prescribed financial market
1
(3) The securities must be offered on the basis that:
2
(a) the securities have been admitted to quotation on a prescribed
3
financial market; or
4
(b) an application for admission of the securities to quotation on
5
a prescribed financial market has been made to the operator
6
of that market; or
7
(c) an application for admission of the securities to quotation on
8
a prescribed financial market will be made to the operator of
9
that market within 7 days after the date of the prospectus.
10
(4) If, at a particular time, there is no prospectus, then, for the purposes
11
of paragraph (3)(c), assume that:
12
(a) there is a prospectus; and
13
(b) the date of the prospectus is the first day of the offer period.
14
Securities must be in Australian currency
15
(5) The securities must be denominated in Australian currency.
16
Securities for fixed term
17
(6) The securities must be for a fixed term of not more than 15 years.
18
Principal payable at end of fixed term
19
(7) The principal in respect of the securities must be repaid by the
20
issuing body to the holder at the end of the fixed term.
21
Interest rate must be fixed or floating
22
(8) The rate at which interest is payable on the securities must be:
23
(a) a fixed rate; or
24
(b) a floating rate that is comprised of a reference rate and a
25
fixed margin.
26
Fixed rate etc. must not be decreased
27
(9) If a fixed rate of interest is payable on the securities, the rate must
28
not be decreased during the term of the securities.
29
Amendments Schedule 1
Amendments relating to simple corporate bonds etc. Part 1
No. , 2014
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
9
(10) If a floating rate of interest is payable on the securities, the fixed
1
margin of the rate must not be decreased during the term of the
2
securities.
3
Interest to be paid periodically etc.
4
(11) Interest payments on the securities:
5
(a) must be paid periodically; and
6
(b) must be paid no later than the end of the fixed term; and
7
(c) cannot be deferred or capitalised by the issuing body.
8
Security must not exceed $1,000
9
(12) The price payable for each security must not exceed $1,000.
10
Securities may only be redeemed before fixed term in specified
11
circumstances
12
(13) The securities must not be redeemable (other than at the end of the
13
fixed term) except in one or more of the following circumstances:
14
(a) at the option of the holders of the securities;
15
(b) as a result of the acceptance of offers made to the holders by
16
the issuing body to buy back the securities;
17
(c) a change in a law, or in the application or interpretation of a
18
law, with the effect that interest payable on the securities is
19
not, or may not be, deductible by the issuing body for the
20
purposes of calculating its taxation liability;
21
(d) a change in a law, or in the application or interpretation of a
22
law, with the effect that:
23
(i) the issuing body, or any guarantor for the body, would
24
be required to deduct or withhold an amount in respect
25
of taxes from a payment to the holders; and
26
(ii) under the terms of the securities, that deduction or
27
withholding would result in the body, or any guarantor,
28
being required to pay an additional amount to the
29
holders in relation to the amount deducted or withheld;
30
(e) there is a change of control of the issuing body (as defined in
31
the terms of the securities) and the redemption does not take
32
effect unless all securities issued under the offer are
33
redeemed;
34
Schedule 1 Amendments
Part 1 Amendments relating to simple corporate bonds etc.
10
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
No. , 2014
(f) fewer than 10% of the securities issued under the offer
1
remain on issue and the redemption does not take effect
2
unless all securities issued under the offer are redeemed.
3
Debt to security holders is not subordinated to debts to unsecured
4
creditors
5
(14) The issuing body's debts to holders of the securities must not be
6
subordinated to any of the issuing body's debts to unsecured
7
creditors.
8
Securities not convertible
9
(15) The securities must not be convertible into another class of
10
securities.
11
Securities are offered at single price
12
(16) The price payable for the securities must be the same for all
13
persons who accept the offer.
14
Continuously quoted securities
15
(17) The issuing body must be a body that:
16
(a) has continuously quoted securities; or
17
(b) is a wholly-owned subsidiary of a body corporate that:
18
(i) has continuously quoted securities; and
19
(ii) has guaranteed, or agreed to guarantee, the repayment of
20
any money deposited or lent to the borrower under the
21
securities; and
22
(iii) has guaranteed, or agreed to guarantee, the payment of
23
any interest payable on the securities;
24
where trading in the securities on a prescribed financial market on
25
which the securities are quoted was not suspended for more than a
26
total of 5 days during the shorter of the following periods:
27
(c) the period during which the class of securities is quoted;
28
(d) the period of 12 months before the day on which the offer is
29
made.
30
Amendments Schedule 1
Amendments relating to simple corporate bonds etc. Part 1
No. , 2014
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
11
(18) If, at a particular time, there is no prospectus, then, in determining,
1
for the purposes of subsection (17), whether a body has
2
continuously quoted securities at that time, assume that:
3
(a) there is a prospectus; and
4
(b) the date of the prospectus is the first day of the offer period.
5
Auditor's reports have not been modified
6
(19) If the condition in subsection (17) is satisfied because of the
7
application of paragraph (17)(a) to the issuing body, the auditor's
8
report on:
9
(a) the issuing body's financial report for the most recent
10
financial year; or
11
(b) if a half-year financial report was prepared by the issuing
12
body after the issuing body's financial report for the most
13
recent financial year--the half-year financial report;
14
must not include:
15
(c) a statement to the effect that the auditor is of the opinion that
16
the financial report, or the half-year financial report, as the
17
case may be, is not in accordance with this Act; or
18
(d) a description of a defect or an irregularity in the financial
19
report or the half-year financial report, as the case may be; or
20
(e) a description of a deficiency, failure or shortcoming in
21
respect of the matters referred to in paragraph 307(b), (c) or
22
(d); or
23
(f) an emphasis of matter paragraph related to going concern.
24
(20) If:
25
(a) the issuing body is a wholly-owned subsidiary of a body
26
corporate; and
27
(b) the condition in subsection (17) is satisfied because of the
28
application of paragraph (17)(b) to the body corporate;
29
the auditor's report on:
30
(c) the body corporate's financial report for the most recent
31
financial year; or
32
(d) if a half-year financial report was prepared by the body
33
corporate after the body corporate's financial report for the
34
most recent financial year--the half-year financial report;
35
must not include:
36
Schedule 1 Amendments
Part 1 Amendments relating to simple corporate bonds etc.
12
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
No. , 2014
(e) a statement to the effect that the auditor is of the opinion that
1
the financial report, or the half-year financial report, as the
2
case may be, is not in accordance with this Act; or
3
(f) a description of a defect or an irregularity in the financial
4
report or the half-year financial report, as the case may be; or
5
(g) a description of a deficiency, failure or shortcoming in
6
respect of the matters referred to in paragraph 307(b), (c) or
7
(d); or
8
(h) an emphasis of matter paragraph related to going concern.
9
ASIC power to exclude body from this section
10
(21) The issuing body must not be a body in relation to which a
11
determination is in force under subsection (23).
12
(22) If the issuing body is a wholly-owned subsidiary of a body
13
corporate, the body corporate must not be a body in relation to
14
which a determination is in force under subsection (23).
15
(23) ASIC may determine that a body is a body to which this subsection
16
applies if ASIC is satisfied that, in the previous 12 months, any of
17
the following provisions were contravened in relation to the body:
18
(a) subsection 283AA(1), 283AB(1) or 283AC(1);
19
(b) the provisions of Chapter 2M as they apply to the issuing
20
body;
21
(c) section 674 or 675;
22
(d) section 724 or 728.
23
ASIC must publish a copy of the determination in the Gazette.
24
Regulations
25
(24) The securities must comply with such other conditions (if any) as
26
are specified in the regulations.
27
(25) The offer must comply with such other conditions (if any) as are
28
specified in the regulations.
29
(26) The issuing body must comply with such other conditions (if any)
30
as are specified in the regulations.
31
Amendments Schedule 1
Amendments relating to simple corporate bonds etc. Part 1
No. , 2014
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
13
(27) If the issuing body is a wholly-owned subsidiary of a body
1
corporate, the body corporate must comply with such other
2
conditions (if any) as are specified in the regulations.
3
713B Simple corporate bonds--2-part simple corporate bonds
4
prospectus
5
(1) A 2-part simple corporate bonds prospectus for an offer of simple
6
corporate bonds for issue by a body is the combination of the
7
following documents prepared by the issuing body:
8
(a) the base prospectus that covers the period during which the
9
offer is made;
10
(b) the offer-specific prospectus for the offer.
11
Prospectus
12
(2) A 2-part simple corporate bonds prospectus is taken to be a
13
prospectus for the purposes of this Act.
14
Base prospectus is not taken to be a prospectus in its own right
15
(3) For the purposes of this Act, a base prospectus is taken not to be a
16
prospectus in its own right.
17
Offer-specific prospectus is not taken to be a prospectus in its own
18
right
19
(4) For the purposes of this Act, an offer-specific prospectus is taken
20
not to be a prospectus in its own right.
21
Lodgement of prospectus
22
(5) For the purposes of this Act, a 2-part simple corporate bonds
23
prospectus for an offer of simple corporate bonds is taken to have
24
been lodged with ASIC on the day the offer-specific prospectus for
25
the offer is lodged with ASIC.
26
Expiry date of prospectus
27
(6) For the purposes of this Act, the expiry date of a 2-part simple
28
corporate bonds prospectus for an offer of simple corporate bonds
29
Schedule 1 Amendments
Part 1 Amendments relating to simple corporate bonds etc.
14
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
No. , 2014
is taken to be the expiry date for the offer-specific prospectus for
1
the offer.
2
Prospectus must be published on body's website
3
(7) A base prospectus must be available on the issuing body's website
4
throughout the covered period for the base prospectus (within the
5
meaning of section 713C).
6
(8) An offer-specific prospectus must be available on the issuing
7
body's website throughout the application period for the
8
offer-specific prospectus.
9
713C Simple corporate bonds--base prospectus
10
Base prospectus
11
(1) If a body prepares and lodges with ASIC a document that satisfies
12
the conditions set out in subsections (2) and (3), the document is a
13
base prospectus for simple corporate bonds offered by the body
14
during the 3-year period (the covered period) beginning on the date
15
on which the document is lodged with ASIC.
16
Document must be expressed to be the base prospectus
17
(2) The document must state that it is the base prospectus for all offers
18
of simple corporate bonds made by the body during the covered
19
period.
20
Document to be read with offer-specific prospectus
21
(3) The document must state that:
22
(a) there will be an offer-specific prospectus for each offer of
23
simple corporate bonds during the covered period; and
24
(b) the disclosure document for each such offer will consist of:
25
(i) a base prospectus; and
26
(ii) the offer-specific prospectus for the offer.
27
Note:
See also section 713B (2-part simple corporate bonds prospectus).
28
Amendments Schedule 1
Amendments relating to simple corporate bonds etc. Part 1
No. , 2014
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
15
Replacement document
1
(4) If the document is a replacement document, the covered period is
2
the period:
3
(a) beginning on the date on which the replacement document is
4
lodged with ASIC; and
5
(b) ending at the end of the covered period for the original base
6
prospectus.
7
Content of base prospectus
8
(5) A base prospectus must contain the information specified in the
9
regulations.
10
(6) A base prospectus must set out the statements specified in the
11
regulations.
12
713D Simple corporate bonds--offer-specific prospectus
13
Offer-specific prospectus
14
(1) If:
15
(a) a body proposes to make a particular offer of simple
16
corporate bonds; and
17
(b) the body prepares and lodges with ASIC a document that
18
satisfies:
19
(i) the conditions set out in subsections (2), (3) and (4); and
20
(ii) if the condition set out in subsection (5) is applicable--
21
that condition;
22
the document is an offer-specific prospectus for the offer.
23
Document must be expressed to be the offer-specific prospectus
24
(2) The document must state that it is the offer-specific prospectus for
25
the offer.
26
Expiry date
27
(3) The document must state that no simple corporate bonds will be
28
issued under the offer after the expiry date specified in the
29
document. The expiry date must not be later than 13 months after
30
Schedule 1 Amendments
Part 1 Amendments relating to simple corporate bonds etc.
16
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
No. , 2014
the date the document is lodged with ASIC. The expiry date of a
1
replacement document must be the same as that of the original
2
document it replaces.
3
Note:
Section 719A deals with replacement documents.
4
Document to be read with base prospectus
5
(4) The document must state that:
6
(a) there is a base prospectus that is applicable to the offer; and
7
(b) the disclosure document for each such offer will consist of:
8
(i) the offer-specific prospectus for the offer; and
9
(ii) the base prospectus.
10
Note:
See also section 713B (2-part simple corporate bonds prospectus).
11
Minimum subscription--first offer
12
(5) If the offer is the first offer of simple corporate bonds made by the
13
issuing body during:
14
(a) if the base prospectus that is applicable to the offer is not a
15
replacement document--the covered period (within the
16
meaning of subsection 713C(1)) for the base prospectus; or
17
(b) if the base prospectus that is applicable to the offer is a
18
replacement document for the original base prospectus--the
19
covered period (within the meaning of subsection 713C(1))
20
for the original base prospectus;
21
the document must state that the simple corporate bonds will not be
22
issued under the offer unless a minimum amount of $50 million is
23
raised under the offer. For the purpose of working out whether this
24
condition has been satisfied, a person who has agreed to take
25
simple corporate bonds as an underwriter is taken to have applied
26
for those simple corporate bonds.
27
Content of offer-specific prospectus
28
(6) An offer-specific prospectus must contain the information
29
specified in the regulations.
30
(7) An offer-specific prospectus must set out the statements specified
31
in the regulations.
32
Amendments Schedule 1
Amendments relating to simple corporate bonds etc. Part 1
No. , 2014
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
17
Offer-specific prospectus may amend applicable base prospectus
1
(8) An offer-specific prospectus may include material that modifies or
2
supplements the applicable base prospectus.
3
713E Simple corporate bonds--prospectus may refer to other
4
material lodged with ASIC
5
(1) Instead of setting out information that is contained in a document
6
(the lodged document) that has been lodged with ASIC, a base
7
prospectus or an offer-specific prospectus may simply refer to the
8
lodged document. The reference must:
9
(a) identify the lodged document or the part of the lodged
10
document that contains the information; and
11
(b) inform people of their right to obtain a copy of the lodged
12
document (or part) under subsection (5).
13
(2) The reference must also include:
14
(a) if the information is primarily of interest to professional
15
analysts or advisers or investors with similar specialist
16
information needs:
17
(i) a description of the contents of the lodged document (or
18
part); and
19
(ii) a statement to the effect that the information in the
20
lodged document (or part) is primarily of interest to
21
those people; or
22
(b) in any other case--sufficient information about the contents
23
of the lodged document to allow a person to whom the offer
24
is made to decide whether to obtain a copy of the lodged
25
document (or part).
26
(3) The lodged document (or part) referred to under subsection (1) is
27
taken to be included in the base prospectus, or the offer-specific
28
prospectus, as the case may be.
29
(4) A person who wishes to take advantage of subsection (1) may
30
lodge a document with ASIC even if this Act does not require the
31
document to be lodged.
32
(5) If the base prospectus, or the offer-specific prospectus, as the case
33
may be, is taken to include a lodged document, or part of a lodged
34
Schedule 1 Amendments
Part 1 Amendments relating to simple corporate bonds etc.
18
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
No. , 2014
document, under subsection (1), the person making the offer must
1
give a copy of the lodged document (or part) free of charge to
2
anyone who asks for it during:
3
(a) in the case of a base prospectus--the covered period for the
4
base prospectus (within the meaning of section 713C); or
5
(b) in the case of an offer-specific prospectus--the application
6
period for the offer-specific prospectus.
7
23 After subsection 716(1)
8
Insert:
9
Date for 2-part simple corporate bonds prospectus
10
(1A) Subsection (1) does not apply to a 2-part simple corporate bonds
11
prospectus.
12
(1B) For the purposes of this Act, the date of a 2-part simple corporate
13
bonds prospectus for an offer of simple corporate bonds is taken to
14
be the date on which the offer-specific prospectus for the offer is
15
lodged with ASIC.
16
24 Section 717 (cell at table item 1, column headed
17
"Sections")
18
Repeal the cell, substitute:
19
710
711
712
713
713C
713D
713E
714
715
716
25 Section 717 (cell at table item
4, column headed "Action
20
required")
21
After "section 719", insert "or 719A".
22
Amendments Schedule 1
Amendments relating to simple corporate bonds etc. Part 1
No. , 2014
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
19
26 Section 717 (cell at table item 4, column headed
1
"Sections")
2
Repeal the cell, substitute:
3
719
719A
724
27 Section 718
4
Before "A disclosure", insert "(1)".
5
28 At the end of section 718
6
Add:
7
(2) This section does not apply to a 2-part simple corporate bonds
8
prospectus.
9
Note:
See section 713B (2-part simple corporate bonds prospectus).
10
29 Section 719 (heading)
11
Repeal the heading, substitute:
12
719 Lodging supplementary or replacement document--general
13
30 At the end of section 719
14
Add:
15
Section does not apply to 2-part simple corporate bonds
16
prospectus
17
(6) This section does not apply to a 2-part simple corporate bonds
18
prospectus.
19
31 After section 719
20
Insert:
21
Schedule 1 Amendments
Part 1 Amendments relating to simple corporate bonds etc.
20
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
No. , 2014
719A Lodging supplementary or replacement document--2-part
1
simple corporate bonds prospectus
2
Need for a supplementary or replacement document
3
(1) If the person making an offer of simple corporate bonds under a
4
2-part simple corporate bonds prospectus becomes aware of:
5
(a) a misleading or deceptive statement in the 2-part simple
6
corporate bonds prospectus; or
7
(b) an omission from the 2-part simple corporate bonds
8
prospectus of information required by section 713C, 713D or
9
713E; or
10
(c) a new circumstance that:
11
(i) has arisen since the 2-part simple corporate bonds
12
prospectus was lodged with ASIC; and
13
(ii) would have been required by section 713C, 713D or
14
713E to be included in the 2-part simple corporate
15
bonds prospectus if it had arisen before the 2-part
16
simple corporate bonds prospectus was lodged;
17
that is materially adverse from the point of view of an investor, the
18
person may:
19
(d) if the statement, omission or circumstance relates to the base
20
prospectus component of the 2-part simple corporate bonds
21
prospectus:
22
(i) include material in an offer-specific prospectus that
23
supplements or modifies the base prospectus; or
24
(ii) lodge a replacement document with ASIC; or
25
(e) if the statement, omission or circumstance relates to the
26
offer-specific prospectus component of the 2-part simple
27
corporate bonds prospectus--lodge a supplementary or
28
replacement document with ASIC.
29
Note 1:
Section 728 makes it an offence to continue making offers after the
30
person has become aware of a misleading or deceptive statement,
31
omission or new circumstance that is materially adverse from the
32
point of view of an investor unless the deficiency is corrected.
33
Note 2:
Because of section 713E, a 2-part simple corporate bonds prospectus
34
may be taken to include information in another document. This should
35
be taken into account when considering whether the prospectus is
36
deficient.
37
Amendments Schedule 1
Amendments relating to simple corporate bonds etc. Part 1
No. , 2014
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
21
Note 3:
A base prospectus may be supplemented or modified by the
1
offer-specific prospectus for a particular offer, see
2
subsection 713D(7).
3
Note 4:
The power to issue a supplementary or replacement document is not
4
limited to the situations dealt with in this section.
5
Note 5:
This section applies to a document that has already been previously
6
supplemented or replaced.
7
Note 6:
See section 720 for the consents that need to be obtained before
8
lodgement.
9
(2) If the person making the offer becomes aware that information in
10
the base prospectus component of the 2-part simple corporate
11
bonds prospectus is not worded and presented in a clear, concise
12
and effective manner, the person may lodge a replacement
13
document with ASIC.
14
Note:
A base prospectus may be supplemented or modified by the
15
offer-specific prospectus for a particular offer, see
16
subsection 713D(7).
17
(3) If the person making the offer becomes aware that information in
18
the offer-specific prospectus component of the 2-part simple
19
corporate bonds prospectus is not worded and presented in a clear,
20
concise and effective manner, the person may lodge a
21
supplementary or replacement document with ASIC.
22
Form of supplementary document for offer-specific prospectus
23
(4) At the beginning of a supplementary document for an
24
offer-specific prospectus, there must be:
25
(a) a statement that it is a supplementary document; and
26
(b) an identification of the offer-specific prospectus it
27
supplements; and
28
(c) an identification of any previous supplementary documents
29
lodged with ASIC in relation to the offer; and
30
(d) a statement that it is to be read together with:
31
(i) the offer-specific prospectus it supplements; and
32
(ii) any previous supplementary documents; and
33
(iii) the base prospectus that covers the period during which
34
the offer is made.
35
Schedule 1 Amendments
Part 1 Amendments relating to simple corporate bonds etc.
22
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
No. , 2014
The supplementary document must be dated. The date is the date
1
on which the document is lodged with ASIC.
2
Form of replacement document for a base prospectus
3
(5) At the beginning of a replacement document for a base prospectus,
4
there must be:
5
(a) a statement that it is a replacement document; and
6
(b) an identification of the base prospectus it replaces.
7
The replacement document must be dated. The date is the date on
8
which the document is lodged with ASIC.
9
Form of replacement document for an offer-specific prospectus
10
(6) At the beginning of a replacement document for an offer-specific
11
prospectus, there must be:
12
(a) a statement that it is a replacement document; and
13
(b) an identification of the offer-specific prospectus it replaces.
14
The replacement document must be dated. The date is the date on
15
which the document is lodged with ASIC.
16
Consequences of lodging a supplementary document for an
17
offer-specific prospectus
18
(7) If a supplementary document is lodged with ASIC in relation to an
19
offer-specific prospectus, the offer-specific prospectus is taken to
20
be the offer-specific prospectus together with the supplementary
21
document for the purposes of the application of this Chapter to
22
events that occur after the lodgement.
23
Note:
This subsection means, for example, that offers made after lodgement
24
of the supplementary document must be accompanied by copies of
25
both the original offer-specific prospectus and the supplementary
26
document.
27
Consequences of lodging a replacement document for a base
28
prospectus
29
(8) If a replacement document is lodged with ASIC in relation to a
30
base prospectus, the base prospectus is taken to be the replacement
31
document for the purposes of the application of this Chapter to
32
events that occur after the lodgement.
33
Amendments Schedule 1
Amendments relating to simple corporate bonds etc. Part 1
No. , 2014
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
23
Note:
This subsection means, for example, that offers made after lodgement
1
of the replacement document must be accompanied by copies of the
2
replacement document and not the original base prospectus.
3
Consequences of lodging a replacement document for an
4
offer-specific prospectus
5
(9) If a replacement document is lodged with ASIC in relation to an
6
offer-specific prospectus, the offer-specific prospectus is taken to
7
be the replacement document for the purposes of the application of
8
this Chapter to events that occur after the lodgement.
9
Note:
This subsection means, for example, that offers made after lodgement
10
of the replacement document must be accompanied by copies of the
11
replacement document and not the original offer-specific prospectus.
12
32 Section 720 (cell at table item 1, column h
eaded "Type of
13
offer")
14
After "issue", insert "(other than an offer of simple corporate bonds
15
under a 2-part simple corporate bonds prospectus)".
16
33 Section 720 (after table item 1)
17
Insert:
18
1A
Simple corporate bonds issue offers
offer of simple corporate bonds
under a 2-part simple corporate
bonds prospectus
every director of the body
every person named in the document
as a proposed director of the body
if simple corporate bonds in a
managed investment scheme made
available by a body--every director
of that body
if simple corporate bonds in a
managed investment scheme made
available by an individual--that
individual
34 Subparagraphs 724(1)(c)(ii) and (d)(ii)
19
After "713," insert "713C, 713D, 713E,".
20
35 Subsection 724(2) (note)
21
Omit "Section 719 deals", substitute "Sections 719 and 719A deal".
22
Schedule 1 Amendments
Part 1 Amendments relating to simple corporate bonds etc.
24
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
No. , 2014
36 Subsection 724(3) (cell at table item 1, column headed
1
"Circumstances")
2
After "prospectus", insert "(other than a 2-part simple corporate bonds
3
prospectus)".
4
37 Subsection 724(3) (after table item 1)
5
Insert:
6
1A
the disclosure document is a 2-part
simple corporate bonds prospectus
a supplementary or replacement
document that corrects the
deficiencies or changes the terms of
the offer
38 After subsection 727(3)
7
Insert:
8
Simple corporate bonds
9
(3A) Subsection (3) does not apply in relation to an offer of securities
10
under a 2-part simple corporate bonds prospectus if the securities
11
are in the same class as existing securities that are quoted on a
12
prescribed financial market immediately before the application
13
period for the prospectus but for differences as to:
14
(a) the fixed term of the securities (if any); or
15
(b) the rate at which interest is payable under the securities; or
16
(c) the dates on which the holders are to be paid interest under
17
the securities.
18
39 Paragraph 728(1)(b)
19
After "713,", insert "713C, 713D, 713E,".
20
40 Subparagraph 728(1)(c)(ii)
21
After "713,", insert "713C, 713D, 713E,".
22
41 After subsection 729(1)
23
Insert:
24
(1A) Table items 2 and 3 in subsection (1) do not apply to an offer of
25
simple corporate bonds under a 2-part simple corporate bonds
26
prospectus.
27
Amendments Schedule 1
Amendments relating to simple corporate bonds etc. Part 1
No. , 2014
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
25
42 Paragraph 730(1)(b)
1
After "713,", insert "713C, 713D, 713E,".
2
43 Subparagraph 730(1)(c)(ii)
3
After "713,", insert "713C, 713D, 713E,".
4
44 After subsection 730(1)
5
Insert:
6
(1A) For the purposes of subsection (1) of this section, disregard
7
subsection 729(1A).
8
45 Section 761A (at the end of paragraph (f) of the definition
9
of security)
10
Add "or".
11
46 Section 761A (after paragraph (f) of the definition of
12
security)
13
Insert:
14
(g) a simple corporate bonds depository interest;
15
47 After paragraph 1073A(1)(da)
16
Insert:
17
(db) a simple corporate bonds depository interest;
18
48 Subsection 1073E(1) (note)
19
Omit "(da)", substitute "(db)".
20
49 Paragraph 1317DAG(5)(a)
21
After "713(6),", insert "713A(23),".
22
Schedule 1 Amendments
Part 2 Amendments relating to false or misleading statements etc.
26
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
No. , 2014
Part 2
--Amendments relating to false or misleading
1
statements etc.
2
Corporations Act 2001
3
50 Subsection 1308(4)
4
After "not false or misleading", insert "in a material particular".
5
51 Subsection 1308(4)
6
Omit "the statement did not omit any matter or thing without which the
7
document would be misleading", substitute "the document did not omit
8
any matter or thing without which the document would be misleading in
9
a material respect".
10
52 At the end of section 1308
11
Add:
12
(10) For the purposes of subsection (4), a person is taken to have taken
13
reasonable steps to ensure that a statement was not false or
14
misleading in a material particular if the person proves that:
15
(a) the person made all inquiries (if any) that were reasonable in
16
the circumstances; and
17
(b) after doing so, the person believed on reasonable grounds
18
that the statement was not misleading in a material particular.
19
(11) For the purposes of subsection (4), a person is taken to have taken
20
reasonable steps to ensure that a document did not omit any matter
21
or thing without which the document would be misleading in a
22
material respect if the person proves that:
23
(a) the person made all inquiries (if any) that were reasonable in
24
the circumstances; and
25
(b) after doing so, the person believed on reasonable grounds
26
that there was no such omission.
27
(12) For the purposes of subsection (4), a person is taken to have taken
28
reasonable steps to ensure that a statement was not false or
29
misleading in a material particular if the person proves that:
30
(a) the person relied on information given to the person by:
31
Amendments Schedule 1
Amendments relating to false or misleading statements etc. Part 2
No. , 2014
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
27
(i) if the person is a body--someone other than a director,
1
employee or agent of the body; or
2
(ii) if the person is an individual--someone other than an
3
employee or agent of the individual; and
4
(b) the reliance placed on that information by the person was
5
reasonable in all the circumstances.
6
(13) For the purposes of subsection (4), a person is taken to have taken
7
reasonable steps to ensure that a document did not omit any matter
8
or thing without which the document would be misleading in a
9
material respect if the person proves that:
10
(a) the person relied on information given to the person by:
11
(i) if the person is a body--someone other than a director,
12
employee or agent of the body; or
13
(ii) if the person is an individual--someone other than an
14
employee or agent of the individual; and
15
(b) the reliance placed on that information by the person was
16
reasonable in all the circumstances.
17
53 At the end of section 1309
18
Add:
19
(7) For the purposes of subsection (2), a person is taken to have taken
20
reasonable steps to ensure that information was not false or
21
misleading in a material particular if the person proves that:
22
(a) the person made all inquiries (if any) that were reasonable in
23
the circumstances; and
24
(b) after doing so, the person believed on reasonable grounds
25
that the information was not misleading or deceptive in a
26
material particular.
27
(8) For the purposes of subsection (2), a person is taken to have taken
28
reasonable steps to ensure that information did not have omitted
29
from it any matter or thing the omission of which rendered the
30
information misleading in a material respect if the person proves
31
that:
32
(a) the person made all inquiries (if any) that were reasonable in
33
the circumstances; and
34
(b) after doing so, the person believed on reasonable grounds
35
that there was no such omission.
36
Schedule 1 Amendments
Part 2 Amendments relating to false or misleading statements etc.
28
Corporations Amendment (Simple Corporate Bonds and Other
Measures) Bill 2014
No. , 2014
(9) For the purposes of subsection (2), a person is taken to have taken
1
reasonable steps to ensure that information was not false or
2
misleading in a material particular if the person proves that:
3
(a) the person relied on information given to the person by:
4
(i) if the person is a body--someone other than a director,
5
employee or agent of the body; or
6
(ii) if the person is an individual--someone other than an
7
employee or agent of the individual; and
8
(b) the reliance placed on that information by the person was
9
reasonable in all the circumstances.
10
(10) For the purposes of subsection (2), a person is taken to have taken
11
reasonable steps to ensure that information did not have omitted
12
from it any matter or thing the omission of which rendered the
13
information misleading in a material respect if the person proves
14
that:
15
(a) the person relied on information given to the person by:
16
(i) if the person is a body--someone other than a director,
17
employee or agent of the body; or
18
(ii) if the person is an individual--someone other than an
19
employee or agent of the individual; and
20
(b) the reliance placed on that information by the person was
21
reasonable in all the circumstances.
22