Australian Securities and Investments Commission Class Order [Co 02/832] (Cth)

Australian Securities and Investments Commission
Corporations Act 2001 — Paragraph 1020F(1)(a) – Exemption

Under paragraph 1020F(1)(a) of the Corporations Act 2001 (“Act”) the Australian Securities and Investments Commission hereby exempts each person included in the class of persons mentioned in Schedule A in the case referred to in Schedule B from Divisions 2 and 4 of Part 7.9 of the Act.

SCHEDULE A

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

2. Any other regulated person (within the meaning of section 1011B of the Act) in relation to interests in that scheme.

SCHEDULE B

A written offer for the issue of interests in the scheme (“offer”) and a recommendation to acquire and the issue of those interests under the offer where the following requirements are met at the time that the offer is made.

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

(b)       None of the following provisions have been contravened in relation to the scheme in the previous 12 months:

(i)         a provision of Chapter 2M;

(ii)        section 724;

(iii)       section 728;

(iv)       section 674 or 675;

(v)        section 1001A or 1001B;

(vi)                   section 1016E; and

(vii)      sections 1021D or s1021E.

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

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

(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 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 interests with a certification to the effect that the aggregate of the application price for:

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

(B)    any other 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 interests are issued to an applicant under the arrangement, and the effect this would have on the price or value of the interests which the applicant would receive.

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 registered scheme as a member of that scheme;

2.        if 2 or more persons are recorded in the register of members as jointly holding 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 interests on account of another person (a “beneficiary”):

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

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

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

5.        a reference to an offer for the issue of interests in a registered scheme includes a reference to inviting an application for the issue of the interests.

Dated this 17th day of September 2002

Signed by Brendan Byrne

as a delegate of the Australian Securities and Investments Commission