Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 1018

1018. (1) A person shall not offer for subscription or purchase, or issue
invitations to subscribe for or buy, securities of a corporation unless:

   (a)  a prospectus in relation to the securities has been lodged;

   (b)  the prospectus complies with the requirements of this Division; and

   (c)  if the prospectus is a registrable prospectus-the prospectus has been
        registered by the Commission under section 1020A.

(2) Subsection (1) does not apply in relation to an offer for purchase of, or
an invitation to buy, issued securities that are in a class of securities of a
corporation, if, throughout the period beginning immediately before the
commencement of this section and ending immediately after the offer is made,
or the invitation is issued, as the case may be, securities in that class were
listed securities.

(3) In subsection (2):

"issued securities" means securities issued before, at or after the
commencement of this section;

"listed securities" means securities listed for quotation on a stock market of
a stock exchange.

(4) Subsection (2) does not apply in relation to:

   (a)  an offer to which section 1030 relates; or

   (b)  an invitation that, because of subsection 1030 (7), is deemed to be
        such an offer.

(5) Subsection (1) does not apply in relation to an offer or invitation
relating to securities in a class of securities of a corporation that are
listed for quotation on a stock market of a securities exchange if:

   (a)  at some time before the making of the offer, or the issue of the
        invitation, as the case may be:

        (i)    there was lodged under this Part or a corresponding law a
               prospectus in respect of securities in that class that complied
               with the requirements of this Part, or of that corresponding
               law, as in force when it was so lodged; and

        (ii)   if this Part or that corresponding law, as the case may be,
               required the prospectus, or a copy of it, to be registered by
               the Commission or the NCSC-the prospectus or such a copy was so
               registered; and

   (b)  on the last occasion when any of the following occurred before the
        making of the offer, or the issue of the invitation, as the case may
        be:

        (i)    the corporation became required at a particular time, in
               connection with its admission to an official list of the
               securities exchange, to comply with such listing rules of the
               securities exchange as were at that time prescribed for the
               purposes of this subparagraph;

        (ii)   the corporation became required, at a particular time when it
               was included in an official list of the securities exchange, to
               comply with any of such listing rules of the securities
               exchange as were at that time prescribed for the purposes of
               this subparagraph;
the corporation complied with the listing rules concerned before the making of
the offer, or the issue of the invitation, as the case may be.

(6) For the purposes of paragraph (5) (b), but without limiting its
generality, where an obligation or condition is imposed on a corporation at a
particular time, by or under a particular listing rule of a securities
exchange, in connection with a particular matter:

   (a)  the corporation shall be taken to have become required at that time to
        comply with that listing rule; and

   (b)  the corporation shall not be taken to comply with that listing rule
        unless it complies with the obligation, or the condition is satisfied,
        as the case may be.