Terms and conditions of offer
(1) The prospectus must set out the terms and
conditions of the offer.
Disclosure of interests and fees of certain people
involved in the offer
(2) The prospectus must set out the nature and extent
of the interests (if any) that each person referred to in subsection (4)
holds, or held at any time during the last 2 years, in:
- (a)
- the formation or
promotion of the body; or
- (b)
- property acquired or proposed to be acquired by the body in connection
with:
- (i)
- its formation or promotion; or
- (ii)
- the offer of the securities; or
- (c)
- the offer of the securities.
(3) The prospectus must set out the amount that anyone has paid or agreed to
pay, or the nature and value of any benefit anyone has given or agreed to
give:
- (a)
- to a director, or proposed director, to induce them to become, or
to qualify as, a director of the body; and
- (b)
- for services provided by a person referred to in subsection (4) in
connection with:
- (i)
- the formation or promotion of the body; or
- (ii)
- the offer of the securities; and
- (c)
- if the prospectus is for interests in a managed investment scheme—to
the responsible entity:
- (i)
- to procure acquisitions of interests in the scheme; or
- (ii)
- for services provided under the constitution of the scheme.
To comply with this subsection it is not sufficient merely to state in the
prospectus that a person has been paid or will be paid normal, usual or
standard fees.
(4) Disclosures need to be made under subsections (2) and (3) in relation
to:
- (a)
- any directors and proposed directors of the body;
- (b)
- a person named in the prospectus as performing a function in a
professional, advisory or other capacity in connection with the preparation or
distribution of the prospectus;
- (c)
- if the securities are interests in a managed investment scheme—the
person making the interests available and, if the person is a body, its
directors;
- (d)
- a promoter of the body;
- (e)
- a stockbroker or underwriter (but not a sub-underwriter) to the issue or
sale.
Quotation of securities
(5) If the prospectus for an offer of securities
states or implies that the securities are to be quoted on a stock market of a
securities exchange (whether in Australia or elsewhere), the prospectus must
state that:
- (a)
- the securities have been admitted to quotation on that
stock market; or
- (b)
- an application for admission of the securities to quotation on that stock
market has been made to that securities exchange; or
- (c)
- an application for admission of the securities to quotation on that stock
market will be made to that securities exchange within 7 days after the date
of the prospectus.
- Note 1: Paragraph 724(1)(b) gives times within which the person should seek
and obtain admission to quotation.
Note 2: Subsection 716(1) requires the prospectus to be dated.
Expiry date
(6) The prospectus must state that no securities will be issued
on the basis of the prospectus after the expiry date specified in the
prospectus. The expiry date must not be later than 13 months after the date of
the prospectus. The expiry date of a replacement prospectus must be the same
as that of the original prospectus it replaces.
- Note 1: Subsection 716(1)
requires the prospectus to be dated.
Note 2: Section 719 deals with replacement prospectuses.
Lodgment with ASIC
(7) The prospectus must state that:
- (a)
- a copy of the
prospectus has been lodged with ASIC; and
- (b)
- ASIC takes no responsibility for the content of the prospectus.
Prescribed information
(8) The prospectus must set out the information
required by the regulations.
Commonwealth Numbered Acts