"Supplementary Product Disclosure Statement", when used in a provision outside Chapter 7, has the same meaning as it has in Chapter 7.

8 Subsection 92(3)

Omit "6 to 6D (inclusive)", substitute " 6 to 6CA (inclusive) and Part 1.2A".

9 Paragraph 111AD(1)(a)

After "111AF,", insert "111AFA,".

10 Subsection 111AE(1)

Repeal the subsection, substitute:

(1)

If:

(a)

a body corporate is, with its agreement, consent or acquiescence, included in the official list of a prescribed financial market; and

(b)

the market's listing rules (according to their terms) apply to the body in relation to a class (which may be some or all) of securities issued by the body;

securities issued by the body in that class are ED securities , and that market is a listing market in relation to that body.

(1A)

If:

(a)

an undertaking to which interests in a registered scheme relates is, with the agreement, consent or acquiescence of the responsible entity, included in the official list of a prescribed financial market; and

(b)

the market's listing rules (according to their terms) apply to the undertaking in relation to a class (which may be some or all) of managed investment products that relate to the scheme;

managed investment products in that class that relate to the scheme are ED securities , and that market is a listing market in relation to the undertaking.

Note: The heading to section 111AE is replaced by the heading "Securities of body or undertaking that is included in a licensed market's official list".

11 Subsection 111AE(2)

Omit "Subsection (1) does", substitute "Subsections (1) and (1A) do".

12 Paragraph 111AE(2)(b)

Repeal the paragraph, substitute:

(b)

the only securities issued by the body that would otherwise be ED securities because of subsection (1) or (1A) are debentures; and".

13 Subsection 111AE(3)

Omit "Subsection (1) does", substitute "Subsections (1) and (1A) do".

14 Section 111AF

After "debentures", insert "or managed investment products".

Note The heading to section 111AF is altered by inserting "(except debentures and managed investment products)" after "Securities".

15 After section 111AF

Insert:

111AFA Managed investment products held by 100 or more persons

Managed investment products in a class of managed investment products issued by a body are ED securities if 100 or more people hold managed investment products in that class as a result of offers that gave rise to obligations to give Product Disclosure Statements (whether or not all in the same terms) under Chapter 7.

16 Subsection 111AH(1)

After "111AF", insert ", 111AFA".

Note: The heading to section 111AH is altered by inserting ", 111AFA" after "111AF".

17 Subsection 111AH(2)

After "111AF", insert ", 111AFA".

18 Subsection 111AP(1)

Omit "1001A and 1001B", substitute "674 and 675".

19 Subsections 111AP(2) and (3)

Repeal the subsections.

20 After section 111AQ

Insert in Division 3 of Part 1.2A:

111AQA Product Disclosure Statement relief

Obligations that apply to disclosing entities can be taken into account in deciding what information should be included in a Product Disclosure Statement—see paragraph 1013F(2)(d).

21 Paragraph 111AR(1)(d)

Omit "1001A and 1001B", substitute "674 and 675".

22 Section 256E (table item 4)

Repeal the item, substitute:

23 Section 257J (table item 8)

Repeal the item, substitute:

24 After Chapter 6C

Insert:

Chapter 6CA—Continuous disclosure

674 Continuous disclosure—listed disclosing entity bound by a disclosure requirement in market listing rules

Obligation to disclose in accordance with listing rules

(1)

Subsection (2) applies to a listed disclosing entity if provisions of the listing rules of a listing market in relation to that entity require the entity to notify the market operator of information about specified events or matters as they arise for the purpose of the operator making that information available to participants in the market.

(2)

If:

(a)

this subsection applies to a listed disclosing entity; and

(b)

the entity has information that those provisions require the entity to notify to the market operator; and

(c)

that information:

(i)

is not generally available; and

(ii)

is information that a reasonable person would expect, if it were generally available, to have a material effect on the price or value of ED securities of the entity;

the entity must notify the market operator of that information in accordance with those provisions.

Note 1: Failure to comply with this subsection is an offence (see subsection 1311(1)).

Note 2: This subsection is also a civil penalty provision (see section 1317E). For relief from liability to a civil penalty relating to this subsection, see section 1317S.

(3)

For the purposes of the application of subsection (2) to a listed disclosing entity that is an undertaking to which interests in a registered scheme relate, the obligation of the entity to notify the market operator of information is an obligation of the responsible entity.

(4)

Nothing in subsection (2) is intended to affect or limit the situations in which action can be taken (otherwise than by way of a prosecution for an offence based on subsection (2)) in respect of a failure to comply with provisions referred to in subsection (1).

Obligation to make provisions of listing rules available

(5)

If the listing rules of a listing market in relation to a listed disclosing entity contain provisions of a kind referred to in subsection (1), the market operator must ensure that those provisions are available, on reasonable terms, to:

(a)

the entity; or

(b)

if the entity is an undertaking to which interests in a registered scheme relate—the undertaking's responsible entity.

Note: Failure to comply with this subsection is an offence (see subsection 1311(1)).

675 Continuous disclosure—other disclosing entities

(1)

This section applies to:

(a)

a listed disclosing entity if:

(i)

there is only one listing market in relation to the entity and the listing rules of that market do not contain provisions of a kind referred to in subsection 674(1); or

(ii)

there is more than one listing market in relation to the entity and none of those markets have listing rules that contain provisions of a kind referred to in subsection 674(1); or

(b)

an unlisted disclosing entity.

(2)

If the disclosing entity becomes aware of information:

(a)

that is not generally available; and

(b)

that a reasonable person would expect, if it were generally available, to have a material effect on the price or value of ED securities of the entity; and

(c)

either:

(i)

if those securities are not managed investment products—the information is not required to be included in a supplementary disclosure document or a replacement disclosure document in relation to the entity; or

(ii)

if those securities are managed investment products—the information has not been included in a Product Disclosure Statement, or a Supplementary Product Disclosure Statement, a copy of which has been lodged with ASIC; and

(d)

regulations made for the purposes of this paragraph do not provide that disclosure under this section is not required in the circumstances;

the disclosing entity must, as soon as practicable, lodge a document with ASIC containing the information.

Note 1: Failure to comply with this subsection is an offence (see subsection 1311(1)).

Note 2: This subsection is also a civil penalty provision (see section 1317E). For relief from liability to a civil penalty relating to this subsection, see section 1317S.

(3)

For the purposes of the application of this section to a disclosing entity that is an undertaking to which interests in a registered scheme relate:

(a)

the entity is aware of information if, and only if, the responsible entity is aware of the information; and

(b)

the obligation of the entity to lodge a document under subsection (2) is an obligation of the responsible entity.

676 Sections 674 and 675—when information is generally available

(1)

This section has effect for the purposes of sections 674 and 675.

(2)

Information is generally available if:

(a)

it consists of readily observable matter; or

(b)

without limiting the generality of paragraph (a), both of the following subparagraphs apply:

(i)

it has been made known in a manner that would, or would be likely to, bring it to the attention of persons who commonly invest in securities of a kind whose price or value might be affected by the information; and

(ii)

since it was so made known, a reasonable period for it to be disseminated among such persons has elapsed.

(3)

Information is also generally available if it consists of deductions, conclusions or inferences made or drawn from either or both of the following:

(a)

information referred to in paragraph (2)(a);

(b)

information made known as mentioned in subparagraph (2)(b)(i).

677 Sections 674 and 675—material effect on price or value

For the purposes of sections 674 and 675, a reasonable person would be taken to expect information to have a material effect on the price or value of ED securities of a disclosing entity if the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the ED securities.

678 Application of Criminal Code to offences based on subsection 674(2), 674(5) or 675(2)

The Criminal Code applies to an offence based on subsection 674(2), 674(5) or 675(2).

Note 1: Chapter 2 of the Criminal Code sets out the general principles of criminal responsibility.

Note 2: For the meaning of offence based on a provision, see the definition in section 9.

25 Paragraph 713(2)(b)

Repeal the paragraph.

26 Paragraph 713(3)(a)

Omit "or scheme".

27 Subparagraphs 713(4)(a)(i), (ii) and (iii)

Omit "or scheme".

28 Paragraph 713(5)(a)

Omit "listing rules of the securities exchange to which the notice was given", substitute "listing rules of the prescribed financial market whose operator was given the notice".

29 Subsection 713(6)

Omit "or scheme" (wherever occurring).

30 After paragraph 713(6)(a)

Insert:

(aa)

subsection 674(2) or 675(2);

31 Paragraph 713(6)(d)

Repeal the paragraph.

32 Subsection 1274(2A)

Repeal the subsection, substitute:

(2A)

For the purposes of subsections (2) and (5), a document given to ASIC by a market operator (whether or not pursuant to a provision of this Act) that contains information that the market operator has made available to participants in the market is taken to be a document lodged with ASIC.

Note: For example, a document given to ASIC for the purposes of subsection 792C(1) will be covered by this subsection.

33 At the end of subsection 1274(5)

Add:

Note: See also subsection (2A) for when certain documents are taken to have been lodged with ASIC.

34 After paragraph 1317E(1)(j)

Insert:

(ja)

subsection 674(2) or 675(2) (continuous disclosure);

35 Schedule 3 (after table item 229)

Insert: