Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 1031

1031. (1) Subject to this section, where a prospectus in relation to
securities of a corporation states that application has been or will be made
to a securities exchange, whether in Australia or elsewhere, for permission
for the securities to be listed for quotation on the stock market of that
securities exchange and:

   (a)  the permission is not applied for in the form for the time being
        required by that securities exchange on or before the third day on
        which that securities exchange is open after the date of issue of the
        prospectus; or

   (b)  the permission is not granted before the end of 6 weeks after the date
        of issue of the prospectus or such longer period, not exceeding 12
        weeks, after the date of issue as is, within those 6 weeks, notified
        to the applicant by or on behalf of the securities exchange; any
        allotment or issue, whenever made, on an application pursuant to the
        prospectus is void and the corporation shall repay, in accordance with
        the following provisions of this section, any money received by it
        pursuant to the prospectus.

(2) Where a corporation is liable under subsection (1) to repay money received
pursuant to a prospectus:

   (a)  the money shall be repaid as soon as practicable without interest; and

   (b)  if the money is not repaid:

        (i)    where the liability to repay the money arose because of
               paragraph (1) (a)-within 14 days after the third day referred
               to in that paragraph; or

        (ii)   where the liability to repay the money arose because of
               paragraph (1) (b)-within 14 days after:

                (A)  the period of 6 weeks first referred to in that
                     paragraph; or

                (B)  if a longer period has been notified under that
                     paragraph-that longer period;
then, in addition to the liability of the corporation to repay the money, the
directors are jointly and severally liable to repay the money with interest at
the rate of 8% per annum (or, if another rate is prescribed, that other rate)
calculated from the end of the 14 days referred to in subparagraph (i) or
(ii), as the case requires.

(3) Where, in relation to any securities of a corporation:

   (a)  permission is not applied for as specified in paragraph (1) (a); or

   (b)  permission is not granted as specified in paragraph (1) (b); the
        Commission may, by notice published in the Gazette, on the application
        of the corporation made before any security is purported to be
        allotted or issued, exempt the allotment or issue of the securities
        from the operation of this section.

(4) A director is not liable under this section if it is proved that the
default in the repayment of the money was not due to any misconduct or
negligence on the part of that director.

(5) Without limiting the application of any of the provisions of this section
apart from this subsection, this section applies:

   (a)  in relation to any securities agreed to be taken by a person
        underwriting an offer of, or invitation in relation to, those
        securities contained in a prospectus as if the person had applied for
        those securities pursuant to the prospectus; and

   (b)  in relation to a prospectus offering shares or prescribed interests
        for sale or inviting offers to buy shares or prescribed interests, as
        if:

        (i)    a reference to sale or purchase, as the case may be, were
               substituted for a reference to allotment; and

        (ii)   the persons by whom the offer is made or the invitation is
               issued, and not the corporation, were liable under this section
               to repay money received from applicants, and references to the
               corporation's liability under this section were construed
               accordingly.

(6) A corporation that receives money pursuant to a prospectus as mentioned in
the preceding provisions of this section shall keep the money in a separate
bank account so long as the corporation is liable to repay it under this
section.

(7) Where a securities exchange has, within the period applicable under
paragraph (1) (b), granted permission subject to compliance with any
requirements specified by the securities exchange, permission shall be deemed
to have been granted by the securities exchange if the directors have given to
the securities exchange an undertaking in writing to comply with the
requirements of the securities exchange.

(8) A director of a corporation shall not contravene an undertaking given by
the directors of the corporation as mentioned in subsection (7).

(9) A person shall not issue a prospectus inviting persons to subscribe for,
or offering to accept subscriptions for, securities of a corporation if the
prospectus includes:

   (a)  a false or misleading statement that permission has been granted for
        those securities to be dealt in or quoted or listed for quotation on a
        stock market of a securities exchange; or

   (b)  a statement in any way referring to any such permission or to any
        application or intended application for any such permission, or to
        dealing in or quoting or listing the securities on, or on a stock
        market of, a securities exchange, or to any requirements of a
        securities exchange unless that statement is, or is to the effect
        that, permission has been granted or that application has been or will
        be made to the securities exchange within 3 days after the issue of
        the prospectus.

(10) A condition requiring or binding, or purporting to require or bind, an
applicant for securities to waive compliance with a requirement of this
section is void.

(11) In this section:

"prospectus" includes a prospectus issued before the commencement of this
Part.