Australian Securities and Investments Commission Class Order [Co 02/831] (Cth)

Australian Securities and Investments Commission

Corporations Act 2001 — Subsection 741(1) — Exemption and Revocation

Under subsection 741(1) of the Corporations Act 2001 (the Act), the Australian Securities and Investments Commission (“ASIC”) hereby exempts each person in the class of persons specified in Schedule A (“an issuer”), in the case referred to in Schedule B, from Parts 6D.2 and 6D.3 of the Act (other than sections 736 and 738).

SCHEDULE A

1.         A body which is admitted to the Official List of Australian Stock Exchange Limited.

2.         A responsible entity of a registered scheme which is admitted to the Official List of Australian Stock Exchange Limited.

SCHEDULE B

A written offer for the issue of shares in the issuer or interests in a registered scheme operated by the issuer where the following requirements are met at the time that the offer is made.

(a)        The shares or interests are in a class which is quoted on the financial market operated by Australian Stock Exchange Limited (the “class”) and trading in the class is not suspended.

(b)        None of the following provisions of the Act have been contravened in relation to the issuer of the shares or the registered scheme to which the interests relate in the previous 12 months:

(i)         a provision of Chapter 2M;

(ii)        section 674 or 675;

(iii)       section 724;

(iv)       section 728; and

(v)        section 1001A or 1001B.

(c)        The offer is made pursuant to an arrangement under which:

(i)         an offer is made to each registered holder of shares or interests in the class, and whose address (as recorded in the register of members of the scheme) is in a place in which it is lawful and practical for the issuer to offer and issue shares or interests to that person, in the reasonable opinion of the issuer;

(ii)        each offer is made on the same terms and conditions and on a non-renounceable basis;

(iii)       the issue price is less than the market price during a specified period in the 30 days prior to either the date of the offer or the date of the issue; 

(iv)       no registered holder may be issued with shares or interests with an application price totalling more than $5,000 in any consecutive 12 month period; and

(v)        a registered holder must provide the issuer on application for the shares or interests with a certification to the effect that the aggregate of the application price for:

(A)   the shares or interests the subject of the application; and

(B)    any other shares and interests in the class applied for by the holder under the  arrangement or any similar arrangement in the 12 months prior to the application,

does not exceed $5000.

(d)        The written offer document contains the following information:

(i)         the method used to calculate the issue price and the time when this price will be determined;

(ii)        a statement describing the relationship between the issue price and the market price; and

(iii)       disclosure of the risk that the market price may change between the date of the offer and the date when the shares or interests are issued to an applicant under the arrangement, and the effect this would have on the price or value of the shares or interests which the applicant would receive.

Revocation

And under subsection 741(1) of the Act ASIC hereby revokes Class Order [00/194] with effect from 1 January 2003.

Interpretation

For the purposes of this instrument:

1.         “registered holder” means, subject to paragraphs 2 and 3, a person recorded in the register of members of a company or registered scheme as a member of that company or scheme;

2.         if 2 or more persons are recorded in the register of members as jointly holding shares in the company or interests in the scheme they are taken to be a single registered holder and a certification by any of them for the purposes of paragraph (c)(v) of Schedule B is taken to be a certification by all of them;

3.         if a trustee or nominee is expressly noted on the register of members as holding shares or interests on account of another person (a “beneficiary”):

(a)        the beneficiary is taken to be the registered holder in regard to those shares or interests; and

(b)        any application for the issue of shares or interests or certification for the purposes of paragraph (c)(v) of Schedule B by, and any issue of shares or interests to, the trustee or nominee, is taken to be an application or certification by, or an issue to, the beneficiary;

4.         if a share or interest must under the terms on which it is traded only be transferred together with one or more other shares or interests or other financial products (together a “stapled security”), the $5,000 limit in subparagraphs (c)(iv) and (c)(v) of Schedule B applies to the stapled security as if its component shares, interests or products constituted a single share or interest rather than to any of those components separately; and

5.         references to an issuer offering shares or interests include the issuer inviting applications for the issue of the shares or interests.

Dated the 17th day of September 2002

Signed by Brendan Byrne

as a delegate of the Australian Securities and Investments Commission