Australian Securities and Investments Commission Class Order [CO 00/0222] (Cth)

ASIC Class Order [CO 00/222]

Employee share schemes — miscellaneous fundraising relief

This instrument has effect under subsection 741(1) of the Corporations Act 2001.

This compilation was prepared on 4 October 2005 taking into account amendments up to [CO 02/288].

Prepared by the Australian Securities and Investments Commission.

Australian Securities and Investments Commission
Corporations Act 2001 — Subsection 741(1) — Exemption

Pursuant to subsection 741(1) of the Corporations Act 2001 (the “Act”), the Australian Securities and Investments Commission (“ASIC”) grants the exemptions herein.

First exemption

1. Scope of this exemption 

The class of persons to which this exemption applies are hereby exempted, in relation to a disclosure document to which this exemption applies, from the provisions of Chapter 6D of the Act but only insofar as those provisions may require a disclosure document to comprise one document only.

2. Class of persons affected

This exemption applies to the class of persons comprising any person who:

(a)   offers for issue or sale shares of a body or options over shares of a body being offers made pursuant to an employee share scheme extended only to all or any employees of the body and of associated bodies corporate of the body; and

(b)   issues a disclosure document in relation to the shares or options which is lodged with ASIC.

3. Disclosure documents affected 

This exemption applies in relation to a prospectus or offer information statement which comprises not more than 4 documents, one of which documents, being that which includes the material required by subsections 711(2), (3), (6), (7) and (8), paragraphs 715(1)(f) and (j) and subsection 716(1) of the Act (in each case if applicable), lists and describes all accompanying documents and notes that such documents constitute part of the prospectus or offer information statement.

Second exemption 

1. Scope of this exemption

The class of persons to which this exemption applies are hereby exempted from section 718 of the Act in relation to a disclosure document to which this exemption applies insofar as that section requires the disclosure document which has been lodged with ASIC to be the same as the disclosure document used for the offer.

2.  Class of persons affected

This exemption applies to the class of persons to whom the First Exemption applies.

3.  Disclosure documents affected

This exemption applies to a prospectus or offer information statement used for an offer for issue or sale of shares or options:

(a)   which is provided to a person, eligible to participate in the offer to which the disclosure document relates, informing that person of their entitlement to acquire a specified number of shares or options; and

(b)   which is the same as the disclosure document lodged with ASIC save that that disclosure document need not include:

(i)    the name and address, location of employment, employer, and employee number of the person;

(ii)   the details of the person's entitlement to shares of the class to which the disclosure document relates;

(iii)   the details of the person's entitlement to options of the class to which the disclosure document relates and the particulars of exercise of those options;

(iv)  the details of the acquisition price of the shares to which the disclosure document relates or details relevant to the determination of the acquisition price of those shares;

(v)   the details of the amount payable on acquisition for those shares or the date of payment by the person of those acquisition moneys; or

(vi)  the last date upon which the offer may be accepted.

Third exemption 

1. Scope of this exemption 

The class of persons to which this exemption applies are hereby exempted in relation to a disclosure document to which this exemption applies from section 736 of the Act but only insofar as that section would prohibit a person from distributing copies of that disclosure document to an offeree in the course of an unsolicited meeting with that offeree.

2.  Class of persons affected

This exemption applies to the class of persons comprising any person which offers for issue or sale shares or options of a body being offers made pursuant to an employee share scheme extended only to employees of the body or an associated body corporate of the body and in relation to which offers a prospectus or offer information statement which complies with the requirements of Chapter 6D of the Act is lodged with ASIC.

3.  Disclosure documents affected 

This exemption applies to a prospectus or offer information statement which makes offers of the kind referred to in paragraph 2 of this exemption.

Fourth exemption

1. Scope of this exemption

The class of persons to which this exemption applies are hereby exempted in relation to an offer to which this exemption applies from section 736 of the Act.

2. Class of persons affected

This exemption applies to the class of persons comprising any person which makes an offer of the kind referred to in paragraph 3.

3. Offers affected 

This exemption applies to an offer:

(a)   made pursuant to an employee share scheme extended only to employees of the body or an associated body corporate of the body; and

(b) which is in relation to listed securities and to which subsection 707(3) of the Act does not apply.

Interpretation 

For the purposes of this instrument:

1.    A body corporate is an associated body corporate of a body if:

(a)   the body corporate is a related body corporate of the body; or

(b)   the body corporate has an entitlement to not less than 20% of the voting shares of the body; or

(c)   the body has an entitlement to not less than 20% of the voting shares of the body corporate.

2.    A person shall be taken to be an employee of a body if in the full time or part time employment of that body or if a director of that body.

3.    A scheme shall not be regarded as extended to a person other than an employee of the body or an associated body corporate of the body merely because such an employee may renounce an offer of shares made to them under the scheme in favour of their nominee.

4.    “listed securities” means securities listed for quotation on a prescribed financial market. 

Notes to ASIC Class Order [CO 00/222]

Note 1

ASIC Class Order [CO 00/222] (in force under subsection 741(1) of the Corporations Act 2001) as shown in this compilation comprises that Class Order amended as indicated in the Tables below.

Table of Instruments

Instrument number	Date of making or FRLI registration	Date of commencement	Application, saving or transitional provisions
[CO 00/222]	27/2/2000	13/3/2000	-
[CO 01/153]	20/2/2001	20/2/2001	-
[CO 02/288]	6/3/2002	11/3/2002	-

Table of Amendments

ad. = added or inserted     am. = amended     rep. = repealed     rs. = repealed and substituted

Provision affected	How affected
‘First exemption’, paras 2(a) and 2(b)	am. [CO 01/153]
‘Second exemption’, para 3	am. [CO 01/153]
‘Third exemption’, para 2	am. [CO 01/153]
Interpretation	am. [CO 02/288]
Class order	am. [CO 02/288]