Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 1079

1079. (1) A person shall not:

   (a)  issue a written invitation to a person to buy securities of a
        corporation; or

   (b)  make a written offer to a person of securities of a corporation for
        purchase; not being an invitation or offer to a person whose ordinary
        business is the buying or selling of securities, whether as principal
        or agent, unless the invitation or offer is accompanied by:

   (c)  a statement in writing in relation to the securities that:

        (i)    is signed by the person;

        (ii)   is dated; and

        (iii)  complies with the requirements of this section and the
               requirements (if any) prescribed by the regulations; or

   (d)  a prospectus in relation to the securities that complies with the
        requirements of Division 2.

(2) Subject to subsection (3), subsection (1) applies in relation to an
invitation or offer that is broadcast, televised or included in a
cinematograph film in the same way as it applies in relation to a written
invitation or offer.

(3) Where an invitation or offer is issued or made as mentioned in subsection
(2), a statement or prospectus shall be deemed to accompany the invitation or
offer if:

   (a)  the statement or prospectus is prepared by the person on whose behalf
        the invitation is issued or the offer is made;

   (b)  notice is given at the same time and by the same means as that by
        which the invitation is issued or the offer is made that a copy of the
        statement or prospectus will be supplied on request being made at a
        specified address; and

   (c)  where a request for a copy of a statement or prospectus is made at
        that address within one month after the invitation was issued or the
        offer was made-the person making the request is supplied with a copy
        within 7 days after the request was made.

(4) Subsection (1) does not apply in respect of an invitation or offer in
relation to securities where:

   (a)  the securities are included in a class of securities that are listed
        for quotation on the stock market of a securities exchange and the
        invitation or offer so states, specifying the securities exchange;

   (b)  the securities are securities that a corporation has allotted or
        issued or agreed to allot or issue for the purpose of their being
        offered for sale and the invitation or offer is made by a document
        that complies with the requirements of this Part, and any applicable
        rules of law, relating to prospectuses;

   (c)  the provisions of Division 2 and, where applicable, Division 4 or 5,
        apply in relation to the invitation or offer and have been complied
        with; or

   (d)  the invitation or offer relates to debentures of an excluded
        corporation.

(5) A statement referred to in subsection (1) shall not contain any matter
other than the particulars required by section 1080 to be included in the
statement, and shall not be in characters smaller or less legible than any
characters used in the invitation or offer or in any document sent with the
invitation or offer.