Corporate Law Reform Act 1994 (Cth)

Corporate Law Reform Act 1994

No. 31 of 1994

TABLE OF PROVISIONS

PART 1—PRELIMINARY

Section

1. Short title
2. Commencement

PART 2—AMENDMENTS OF THE CORPORATIONS LAW

3. Corporations Law
4. Schedule 1—amendments relating to enhanced disclosure
5. Schedule 2—amendments relating to fundraising
6. Schedule 3—amendments relating to indemnifying or insuring an officer or auditor of a company
7. Schedule 4—amendment relating to use, in court proceedings, of information from Commission’s national database
8. Schedule 5—amendment relating to application of changes made by this Act

TABLE OF PROVISIONS—continued

Section

PART 3—AMENDMENTS OF THE AUSTRALIAN SECURITIES

COMMISSION ACT 1989

9. Schedule 6—amendments relating to disclosure of information and advice about operation of certain provisions

SCHEDULE 1

AMENDMENTS OF THE CORPORATIONS LAW RELATING TO

ENHANCED DISCLOSURE

SCHEDULE 2

AMENDMENTS OF THE CORPORATIONS LAW RELATING TO

FUNDRAISING

SCHEDULE 3

AMENDMENTS OF THE CORPORATIONS LAW RELATING TO

INDEMNIFYING OR INSURING AN OFFICER OR AUDITOR OF A

COMPANY

SCHEDULE 4

AMENDMENT OF THE CORPORATIONS LAW RELATING TO USE, IN

COURT PROCEEDINGS, OF INFORMATION FROM COMMISSION’S

NATIONAL DATABASE

SCHEDULE 5

AMENDMENT OF THE CORPORATIONS LAW RELATING TO

APPLICATION OF CHANGES MADE BY THIS ACT

SCHEDULE 6

AMENDMENTS OF THE AUSTRALIAN SECURITIES COMMISSION ACT

RELATING TO DISCLOSURE OF INFORMATION AND ADVICE ABOUT

OPERATION OF CERTAIN PROVISIONS

Note: An index of the amendments of the Corporations Law made by Schedules 1 to 5 appears at the end of this Act

Corporate Law Reform Act 1994

No. 31 of 1994

An Act to amend the Corporations Law and the Australian

Securities Commission Act 1989

[Assented to 4 March 1994]

The Parliament of Australia enacts:

PART 1—PRELIMINARY

Short title

1. This Act may be cited as the Corporate Law Reform Act 1994.

Commencement

2.(1) Parts 1, 2 and 3 and Schedule 5 commence on the day on which this Act receives the Royal Assent.

Note: Part 2 refers to Schedules 1 to 6. Schedule 5 commences under this subsection. The amendments made by the other Schedules commence under subsections (2) and (3).

(2) Subject to subsection (3), the items, and paragraphs of items, of Schedules 1, 2, 3, 4 and 6 commence on a day or days to be fixed by Proclamation.

(3) If an item, or a paragraph of an item, does not commence under subsection (2) within the period of 6 months beginning on the day on which this Act receives the Royal Assent, it commences on the first day after the end of that period.

PART 2—AMENDMENTS OF THE CORPORATIONS LAW

Corporations Law

3. In this Part:

“Corporations Law” means the Corporations Law set out in section 82 of the Corporations Act 19891.

Schedule 1—amendments relating to enhanced disclosure

4. Schedule 1 amends the Corporations Law to:
(a) enhance the level of information available about certain securities; and
(b) in relation to certain quoted securities, provide for less comprehensive prospectus requirements than apply in relation to other securities; and
(c) make consequential changes.

Schedule 2—amendments relating to fundraising

5. Schedule 2 amends the Corporations Law to:
(a) change the requirements for secondary trading in securities by removing the requirement for a prospectus and replacing it with a requirement for a notice; and
(b) change the law about supplementary prospectuses and provide for replacement prospectuses; and
(c) change the law about incorporating documents by reference in prospectuses; and
(d) make consequential or miscellaneous changes to the law relating to fundraising.
Note: Schedule 1 also includes amendments of some fundraising provisions—see items 93 and 94 of that Schedule.

Schedule 3—amendments relating to indemnifying or insuring an officer or auditor of a company

6. Schedule 3 amends the Corporations Law to change the law about indemnifying or insuring an officer or auditor of a company, in particular, by expanding the circumstances in which indemnification or insurance is allowed.

Schedule 4—amendment relating to use, in court proceedings, of information from Commission’s national database

7. Schedule 4 amends the Corporations Law to facilitate the use, as evidence in court proceedings, of information in the national companies database kept by the Australian Securities Commission.

Schedule 5—amendment relating to application of changes made by this Act

8. Schedule 5 amends the Corporations Law to deal with the application of the other amendments of the Corporations Law made by this Act.

PART 3—AMENDMENTS OF THE AUSTRALIAN SECURITIES

COMMISSION ACT 1989

Schedule 6—amendments relating to disclosure of information and advice about operation of certain provisions

9. Schedule 6 amends the Australian Securities Commission Act 19892 to:

(a) provide for the disclosure of information, by the Australian Securities Commission, to bodies that conduct stock markets, futures markets or clearing houses; and
(b) require the Minister to request the advice of the Companies and Securities Advisory Committee about how effectively certain provisions are operating.

SCHEDULE 1 Section 4

AMENDMENTS OF THE CORPORATIONS LAW RELATING TO

ENHANCED DISCLOSURE

PART 1—GENERAL

1.Section 9 (definition of “board”):

Omit “body corporate” (wherever occurring), substitute “body”.

2.Section 9 (paragraph (b) of the definition of “class”):

Insert “or prescribed interests” after “shares”.

3.Section 9 (paragraph (a) of the definition of “company”):

Omit “the definition of ‘financial year’ and sections”, substitute “sections 70A,”.

4.Section 9 (definition of “consolidated accounts”):

Omit “company” (wherever occurring), substitute “body”.

5.Section 9 (definition of “debenture”):

Omit “body corporate” (wherever occurring), substitute “body”.

6.Section 9 (definition of “financial statements”):

Omit “body corporate” (wherever occurring), substitute “body”.

7.Section 9 (definition of “profit and loss account”):

(a) Omit “or body” (first occurring), substitute “, a body, or an undertaking to which prescribed interests relate,”.
(b) Omit “or body” (second occurring), substitute “, body or undertaking”.

8.Section 9 (definition of “share”):

Omit “body corporate”, substitute “body”.

9.Section 9 (definitions of “accounts”, “applicable accounting standard”, “body”, “deadline” and “financial year”):

Omit the definitions, substitute:

“ ‘accounts’:

(a) in relation to an entity within the meaning of Parts 3.6 and 3.7, means, in this Part and those Parts:
(i) a profit and loss account of the entity for a period; and
(ii) a balance-sheet of the entity as at the end of that period; and

SCHEDULE 1— continued

(iii) statements, reports and notes, other than a directors’ report or an auditor’s report, attached to, or intended to be read with, that profit and loss account or balance-sheet; or
(b) in relation to an undertaking to which prescribed interests relate, means, in this Part and Division 11 of Part 3.6:
(i) a profit and loss account of the undertaking for a period; and
(ii) a balance-sheet of the undertaking as at the end of that period; and
(iii) statements, reports and notes, other than a trustee’s report or an auditor’s report, attached to, or intended to be read with, that profit and loss account or balance-sheet;

‘applicable accounting standard’:

(a) in relation to, or in relation to accounts or consolidated accounts forming part of, a body’s financial statements for an accounting period, means an accounting standard that, when the financial statements are made out:
(i) applies to that accounting period; and
(ii) is relevant to the accounts; or
(b) in relation to accounts, for an accounting period, of an undertaking to which prescribed interests relate, means an accounting standard that, when the accounts are made out:
(i) applies to that accounting period; and
(ii) is relevant to the accounts;

‘body’ means a body corporate or an unincorporated body and includes, for example, a society or association;

‘deadline’, in relation to an accounting period of a body or an undertaking to which prescribed interests relate, has the meaning given by section 58C;

‘financial year’ has the meaning given by section 70A;”.

10. Section 9:

Insert:

“ ‘accounting period’ has the meaning given by subsections 50A(1), (2), (3) and (4);

‘audited or reviewed in accordance with this Law’, in relation to accounts or financial statements, has the meaning given by section 53AAA;

‘disclosing entity’ has the meaning given by section 111AC;

‘ED securities’ has the meaning given by section 111AD;

‘half-year’ has the meaning given by subsection 50A(5);

‘listed disclosing entity’ has the meaning given by subsection 111AL(1);

SCHEDULE 1— continued

‘quoted ED securities’ has the meaning given by section 111AM;

‘undertaking’ means:

(a) when used in relation to a prescribed interest—the undertaking, scheme, enterprise, contract or arrangement to which the prescribed interest relates; and
(b) when used in Division 1 of Part 3.6—an undertaking, scheme, enterprise, contract or arrangement to which prescribed interests relate;

‘unlisted disclosing entity’ has the meaning given by subsection 111AL(2);”.

11.After section 50:

Insert in Division 7 of Part 1.2:

Accounting periods and half-years

“50A.(1) A financial year of a company is an accounting period of the company.

“(2) The first 6 months of a financial year of a company is an accounting period of the company if the company is a disclosing entity at the end of those 6 months. However, if at the end of 75 days after those 6 months, the company is no longer a disclosing entity, those 6 months are taken not to be, and never to have been, an accounting period of the company.

“(3) A financial year of a body that is not a company, or of an undertaking to which prescribed interests relate, is an accounting period of the body or undertaking if the body or undertaking is a disclosing entity at the end of the financial year. However, if at the end of 90 days after the financial year, the body or undertaking is no longer a disclosing entity, the financial year is taken not to be, and never to have been, an accounting period of the body or undertaking.

“(4) The first 6 months of a financial year of a body that is not a company, or of an undertaking to which prescribed interests relate, is an accounting period of the body or undertaking if the body or undertaking is a disclosing entity at the end of those 6 months. However, if at the end of 75 days after those 6 months, the body or undertaking is no longer a disclosing entity, those 6 months are taken not to be, and never to have been, an accounting period of the body or undertaking.

“(5) An accounting period of the kind referred to in subsection (2) or (4) is a half-year.”.

12.After section 53:

Insert:

SCHEDULE 1— continued

Audited or reviewed in accordance with this Law

“53AAA. Accounts or financial statements are taken to be audited or reviewed in accordance with this Law if the requirements of Division 2 of Part 3.7 are complied with in relation to the accounts or financial statements.”.

13.Section 57:

Add at the end:

“(2) If the prescribed interests to which an undertaking relates are not divided into 2 or more classes, they constitute a class.”.

14.After section 58B:

Insert:

Deadline after an accounting period

“58C.(1) This section defines the deadline after an accounting period of a body or an undertaking to which prescribed interests relate.

“(2) If the accounting period is a financial year of a company that is not a disclosing entity at the end of the financial year, then, subject to subsection (3), the deadline after the accounting period is the end of the 14th day before the last day of the period (the ‘meeting period’) within which section 245 requires the company to hold an annual general meeting in relation to the financial year.

“(3) If:
(a) before the end of the meeting period, the company holds an annual general meeting in relation to the financial year; and
(b) notice of the meeting was sent, at least 14 days before the last day of the meeting period, to persons entitled to receive notice of general meetings of the company;

the deadline after the accounting period is:

(c) if notice of the meeting was so sent at least 14 days before the day of the meeting—the end of the 14th day before that day; or
(d) otherwise—the time when notice of the meeting was so sent.

“(4) If the accounting period is an accounting period of a body or undertaking that is a disclosing entity at the end of the period, the deadline after the accounting period is:

(a) if the accounting period is a financial year—the end of 90 days after the accounting period; or
(b) if the accounting period is a half-year—the end of 75 days after the accounting period.”.

SCHEDULE 1—continued

15.Subsection 60(1):

Omit “body corporate” (wherever occurring), substitute “body”.

16.Paragraph 60(1)(c):

After “incorporated” insert “or formed”.

17.Subparagraph 60(1)(c)(iii):

Omit “act; and”, substitute “act.”.

18.Paragraph 60(1)(d):

Omit the paragraph.

19.Paragraph 60(2)(a):

Omit “body corporate’s”, substitute “body’s”.

20.Paragraph 60(2)(b):

(a) Omit “body corporate”, substitute “body”.
(b) After “incorporated” insert “or formed”.

21. Section 60:

Add at the end:

“(3) For the purposes of subsection (1), if there are no positions of director (by whatever name called) in relation to a body, the reference in paragraph (1)(a) to a position of director of the body is a reference to a position the holder of which has control, or shares control, over the general conduct of the affairs of the body.”.

22.After section 70:

Insert:

Financial years of bodies, other entities and prescribed interest undertakings

“70A.(1) A financial year of a body is any of the following periods, whether ending before, at or after the commencement of this section:

(a) if the body is a company—a period of 12 months, or such other period of not more than 18 months as the directors resolve, beginning:
(i) if there has been no previous financial year of the body—on the day of the body’s incorporation; or
(ii) otherwise—at the end of the previous financial year;
(b) if the body has been, but is no longer, a company—a period that:

SCHEDULE 1— continued

(i) ended at a time when the body was a company; and
(ii) was a financial year of the body for the purposes of this Law as in force at that time;
(c) in any case—a period that:
(i) ended at a time when the body was not a company but was a company for the purposes of a corresponding previous law; and
(ii) was a financial year of the body for the purposes of that law as in force at that time;
(d) in any case—a period that:
(i) ended at a time when the body was neither a company, nor a company for the purposes of a corresponding previous law; and
(ii) in respect of which a profit and loss account was made out or was required by the law of the body’s incorporation or formation as at that time to be made out.

Notes relating to paragraph (a):

1. Another period, as resolved by the directors, may be longer or shorter than 12 months (but not longer than 18 months).
2. The power of the directors to resolve another period is subject to the requirements of section 245 as to the holding of annual general meetings of the body.

3. The directors’ resolution counts even if it is made when the body is not a company.

“(2) A financial year of an entity, within the meaning of Parts 3.6 and 3.7, that is not a body is a period, whether ending before, at or after the commencement of this section, in respect of which:

(a) a profit and loss account of the entity was made out; or
(b) a law of the Commonwealth or of a State or Territory required a profit and loss account of the entity to be made out.

“(3) A financial year of an undertaking to which prescribed interests relate is a period of 12 months that ends, whether before, at or after the commencement of this section, on:

(a) 30 June; or
(b) if there is a deed in relation to the prescribed interests and the deed specifies another day instead of 30 June—the day so specified.

“(4) In this section, a reference to a profit and loss account does not include a reference to a profit and loss account for a half-year of a disclosing entity.”.

23. Subsection 83(2):

Add at the end:

“; or (c) subsection 317A(1).”.

SCHEDULE 1—continued

24.Paragraph 92(1)(b):

Omit “body corporate or an unincorporated body”, substitute “body”.

25.Subsection 92(2):

Omit “body corporate”, substitute “body”.

26.After Part 1.2:

Insert:

“PART 1.2A—DISCLOSING ENTITIES

“Division 1—Object of Part

Object of Part

“111AA. The object of this Part is:
(a) to define ‘disclosing entity’ and other key terms relevant to disclosing entities (this is done in Division 2); and
(b) to outline the significance for this Law of being a disclosing entity (this is done in Division 3); and
(c) to provide for exemptions from, and modifications of, the special requirements imposed by this Law in relation to disclosing entities (this is done in Division 4).

“Division 2—Definitions

Terms defined in Division

“111AB. This Division contains definitions of the following terms:
(a) disclosing entity (section 111AC);
(b) ED securities (section 111AD);
(c) ED securities of a disclosing entity (section 111AK);
(d) listed disclosing entity (subsection 111AL(1));
(e) quoted ED securities (section 111AM);
(f) unlisted disclosing entity (subsection 111AL(2)).

Disclosing entity

“111AC.(1) If any securities of a body (except prescribed interests and units of prescribed interests) are ED securities, the body is a disclosing entity for the purposes of this Law.

“(2) If any prescribed interests or units of prescribed interests are ED securities, the undertaking to which the interests relate is a disclosing entity for the purposes of this Law.

SCHEDULE 1— continued

ED securities

“111AD.(1) Securities of a body are ED securities (short for ‘enhanced disclosure securities’) for the purposes of this Law if, and only if:

(a) they are ED securities under section 111AE, 111AF, 111AG or 111AI; and
(b) they are not declared under section 111AJ not to be ED securities.

“(2) For the purposes of sections 111AE, 111AF, 111AG and 111AI, a class of shares, debentures or prescribed interests is taken to include units of shares, debentures or prescribed interests in that class.

Securities quoted on a stock market

“111AE.(1) Securities in a class of securities of a body are ED securities if securities in that class are quoted on a stock market of a securities exchange.

“(2) Subsection (1) does not apply to securities of a body if:
(a) the body is a public authority of the Commonwealth or an instrumentality or agency of the Crown in right of the Commonwealth; and
(b) the only securities of the body that are quoted as mentioned in subsection (1) are debentures; and
(c) both the repayment of principal, and the payment of interest, in respect of those debentures is guaranteed by the Commonwealth.
“(3) Subsection (1) does not apply to securities of a body that is:
(a) a public authority of a State or Territory; or
(b) an instrumentality or agency of the Crown in right of a State or Territory.

Securities to which lodged or deemed prospectus relates

“111AF.(1) Securities (except debentures) in a class of securities of a body are ED securities if:

(a) either:
(i) a prospectus in relation to securities in that class has been lodged under Part 7.12 or a corresponding previous law; or
(ii) a document relating to securities in that class has been taken to be a prospectus because of section 1030 or a corresponding previous law; and
(b) securities in that class have been issued pursuant to the prospectus; and
(c) after an issue of securities in that class pursuant to the prospectus, 100 or more persons held securities in that class; and

SCHEDULE 1—continued

(d) securities in that class have been held by 100 or more persons at all times since the issue of securities referred to in paragraph (c).
“(2) In this section:

‘corresponding previous law’ does not include a law, or part of a law, in force before 1 July 1982 (which is when the Companies Act 1981 commenced).

Securities issued as consideration for an acquisition under a takeover scheme or Part 5.1 compromise or arrangement

“111AG.(1) Securities (except debentures) in a class of securities of a body are ED securities if:

(a) securities in that class have been issued by the body as consideration for the acquisition of shares pursuant to a takeover scheme as defined in section 603 or a corresponding previous law; and
(b) after an issue of securities in that class pursuant to the takeover scheme, 100 or more persons held securities in that class; and
(c) securities in that class have been held by 100 or more persons at all times since the issue of securities referred to in paragraph (b).
“(2) Securities in a class of securities of a body are ED securities if:
(a) securities in that class have been issued as consideration for the acquisition or cancellation of securities of another body pursuant to a compromise or arrangement under Part 5.1 or a corresponding previous law; and
(b) securities in that class, or those or any other securities of the other body, were ED securities immediately before securities in that class were first issued pursuant to the compromise or arrangement; and
(c) after an issue of securities in that class pursuant to the compromise or arrangement, 100 or more persons held securities in that class; and
(d) securities in that class have been held by 100 or more persons at all times since the issue of securities referred to in paragraph (c).
“(3) In this section:

‘corresponding previous law’:

(a) when used in subsection (1), does not include a law, or part of a law, in force before 1 July 1981 (which is when the Companies (Acquisition of Shares) Act 1980 commenced); and
(b) when used in subsection (2), does not include a law, or part of a law, in force before 1 July 1982 (which is when the Companies Act 1981 commenced).

SCHEDULE 1— continued

When a person holds securities for the purposes of sections 111AF and 111AG

“111AH.(1) For the purposes of sections 111AF and 111AG, a person holds securities if, and only if:

(a) the person is registered as the holder of the securities in a register under section 209, 215, 1047 or 1070; or
(b) the person is entitled to be so registered.

“(2) For the purposes of sections 111AF and 111AG, joint holders of securities count as one person.

Debentures in relation to which section 1052 requires a trustee

“111AI. Debentures of a borrowing corporation are ED securities if:
(a) a trustee for the holders of the debentures has been appointed as required by section 1052; or
(b) that section requires such a trustee to be appointed.

Regulations may declare securities not to be ED securities

“111AJ.(1) The regulations may declare specified securities of bodies not to be ED securities.

“(2) Regulations in force for the purposes of subsection (1) have effect accordingly, despite anything else in this Division.

ED securities of a disclosing entity

“111AK. For the purposes of this Law, ED securities because of which (having regard to section 111AC) a disclosing entity is such an entity are ED securities of the entity.

Listed or unlisted disclosing entity

“111AL.(1) For the purposes of this Law, a disclosing entity is a listed disclosing entity if all or any ED securities of the entity are quoted ED securities.

“(2) For the purposes of this Law, a disclosing entity that is not a listed disclosing entity is an unlisted disclosing entity.

Quoted ED securities

“111AM. For the purposes of this Law, ED securities are quoted ED securities if they are ED securities because of section 111AE.

“Division 3—Significance of beinga disclosing entity

Division contains outline of significance of being a disclosing entity

“111AN. This Division outlines the significance for this Law of being a disclosing entity.

SCHEDULE 1— continued

Accounting requirements

“111AO.(1) A disclosing entity has both half-year and full-year accounting periods (see section 50A).

“(2) The accounting and other associated requirements to be complied with in relation to an accounting period of a disclosing entity are set out in:

(a) if the entity is a company—Part 3.6 (other than Divisions 10 and 11); and
(b) if the entity is a body that is not a company—Division 10 of Part 3.6; and
(c) if the entity is an undertaking to which prescribed interests relate—Division 11 of Part 3.6.
Note relating to paragraph (a): Part 3.6 (other than Divisions 10 and 11) also applies to companies that are not disclosing entities. However, these companies have only full-year accounting periods.

Continuous disclosure requirements

“111AP.(1) A disclosing entity is subject to the continuous disclosure requirements of sections 1001A and 1001B.

“(2) Section 1001A applies to listed disclosing entities and requires them to comply with certain obligations in the listing rules of a securities exchange requiring the notification of information.

“(3) Section 1001B applies to unlisted disclosing entities and requires them to lodge documents containing information.

Prospectus relief

“111AQ. Section 1022AA applies (subject to certain qualifications) to prospectuses for quoted ED securities of disclosing entities. The section’s requirements for the content of prospectuses are less comprehensive than those that apply to other prospectuses under section 1022.

“Division 4—Exemptions and modifications

Meaning of “disclosing entity provisions”

“111AR.(1) For the purposes of this Division, the disclosing entity provisions are the provisions of the following:

(a) Parts 3.6 and 3.7 as they apply in relation to companies that are disclosing entities;
(b) Parts 3.6 and 3.7 and section 287 as they apply because of section 323A;
(c) Division 11 of Part 3.6;
(d) sections 1001A and 1001B;

SCHEDULE 1— continued

(e) paragraphs 1069(1)(ea) and (f) as they apply to deeds relating to prescribed interests that are ED securities.

“(2) A reference in subsection (1) to a Part, Division or section includes a reference to regulations in force for the purposes of the Part, Division or section.

Exemptions by regulations

“111AS.(1) The regulations may exempt specified persons from all or specified disclosing entity provisions:

(a) either generally or as otherwise specified; and
(b) either unconditionally or subject to specified conditions.

“(2) Without limiting subsection (1), an exemption may relate to specified securities.

Exemptions by the Commission

“111AT.(1) The Commission may, by writing, exempt specified persons from all or specified disclosing entity provisions:

(a) either generally or as otherwise specified; and
(b) either unconditionally or subject to specified conditions.

“(2) Without limiting subsection (1), an exemption may relate to specified securities.

“(3) The Commission must cause a copy of an exemption to be published in the Gazette.

Enforcing conditions of exemptions

“111AU.(1) A person must not intentionally or recklessly contravene a condition to which an exemption under section 111AS or 111AT is subject.

“(2) If a person contravenes such a condition, the Court may, on the application of the Commission, order the person to comply with the condition.

Modifications by regulations

“111AV.(1) The regulations may make modifications of all or specified disclosing entity provisions.

“(2) Without limiting subsection (1), a modification may relate to specified securities.

Exemptions and modifications have effect

“111AW. Exemptions and modifications under this Division have effect accordingly.

SCHEDULE 1— continued

Effect of Division

“111AX. Nothing in this Division limits, or is limited by, any other exemption or modification power (for example, section 313 or 1084).”.

27.Subsection 284(1):

Omit the subsection.

28.Subsection 284(3):

Omit the subsection, substitute:

“(3) Without limiting the generality of subsection (2), an accounting standard’s application may be limited to specified bodies or undertakings.”.

29.Paragraph 285(1)(a):

Omit “financial year of a body corporate”, substitute “accounting period of a body or undertaking”.

30.Paragraph 285(1)(b):

Omit the paragraph, substitute:
“(b) later accounting periods of the body or undertaking.”.

31.Subsection 285(2):

Omit “a financial year of a body corporate”, substitute “an accounting period of a body or undertaking”.

32.Subsection 285(3):

(a) Omit “A company’s directors”, substitute “A body or undertaking”.
(b) Omit “financial year of the company shall apply to that financial year”, substitute “accounting period of the body or undertaking is to apply to that accounting period”.

33.After subsection 285(3):

Insert:
“(3A) An election under subsection (3) is to be made:
(a) in relation to a body—by the directors of the body; or
(b) in relation to an undertaking—by the trustee or representative.”.

34.After section 285:

Insert:

Accounting standards to be made for the purposes of this Part and Part 3.7

“285A. Nothing in this Division is to be taken to allow the making of accounting standards otherwise than for the purposes of this Part and Part 3.7.”.

SCHEDULE 1— continued

35.Subparagraph 289(1)(b)(ii):

Insert “or reviewed” after “audited”.

36.Section 292:

Omit “A”, substitute “Subject to section 293A, a”.

37.Section 293:

Omit “A”, substitute “Subject to section 293A, a”.

38.After section 293:

Insert:

Sections 292 and 293 do not apply to half-year of chief entity

“293A.(1) Sections 292 and 293 do not apply to a half-year of a company if the company is a chief entity in relation to that half-year.

“(2) However, subsections 294(2), (3) and (4) apply to that half-year:
(a) as if the reference in subsection 294(1) to a company’s accounts being made out under sections 292 and 293 in relation to an accounting period were instead a reference to the company’s directors causing to be made out a consolidated profit and loss account and consolidated balance-sheet under sections 295A and 295B in relation to that half-year; and
(b) subject to such modifications (if any) as are prescribed.”.

39.Subsections 294A(1) and 294B(1):

Omit “financial years”, substitute “accounting periods”.

40.Section 295B:

Omit “year’s” (wherever occurring), substitute “period’s”.

41.Subsection 296(1):

Omit “as required by this Part”, substitute “or reviewed in accordance with this Law”.

42.Subsection 296(2):

Add at the end “or (3)”.

43.Paragraph 300(1)(a):

Omit “current year amount”, substitute “current period amount”.

44.Paragraph 300(1)(b):

Omit the paragraph, substitute:

SCHEDULE 1— continued

“(b) that section required the company’s financial statements for a previous accounting period to specify an amount that, within the meaning of an applicable accounting standard, is a corresponding amount in relation to the current period amount;”.

45.Paragraphs 300(1)(c) and (d):

Omit “year”, substitute “period”.

46.Subsection 300(2):

Omit “or a corresponding previous law”.

47.Paragraph 300(2)(b):

Omit “or corresponding previous law”.

48.Before subsection 301(1):

Insert:

“(1A) This section applies to a company and an accounting period unless the accounting period is a half-year in relation to which the company is a chief entity.”.

49.Subsection 301(1):

(a) Omit “A”, substitute “The”.
(b) Omit “a financial year”, substitute “the accounting period”.

50.Paragraph 301(9)(c):

Insert “or reviewed” after “audited”.

51.Subsection 303(1):

Insert “section 302,” after “section 301,”.

52.Subsection 304(1):

Omit the subsection, substitute:

“(1) The directors of a company that is not a chief entity in relation to an accounting period must cause to be made out a report complying with this Division, other than section 305.

“(1A) If the accounting period is a financial year of a company:
(a) that was not a disclosing entity at the end of that financial year; and
(b) that was, at the end of that financial year, an exempt proprietary company or a wholly-owned subsidiary of another company or of a recognised company;

the report need not comply with subsections (3A), (3B), (10) and (11).”.

SCHEDULE 1— continued

53.After subsection 304(3):

Insert:

“(3A) The report must contain a review of the company’s operations during the accounting period and of the results of those operations.

“(3B) The report must give particulars of any significant change in the company’s state of affairs that occurred during that accounting period.

“(3C) If the accounting period is a financial year, the report must also comply with subsections (4), (5), (6), (7), (10) and (11).”.

54.Subsections 304(4), (5), (6), (7), (10) and (11):

Omit “The report shall”, substitute “If subsection (3C) applies, the report must”.

55.Subsections 304(8) and (9):

Omit the subsections.

56.Subsection 305(1):

Omit the subsection, substitute:

“(1) The directors of a company that is a chief entity in relation to an accounting period must cause to be made out a report complying with this Division, other than section 304.

“(1A) If the accounting period is a financial year of a company:
(a) that was not a disclosing entity at the end of that financial year; and
(b) that was an exempt proprietary company at the end of that financial year;

the report need not comply with subsections (3A), (3B), (10) and (11).”.

57.After subsection 305(3):

Insert:
“(3A) The report must contain a review of:
(a) the operations, during the accounting period, of the economic entity constituted by the company and the entities it controlled from time to time during the accounting period (even if the company did not control the same entities throughout the accounting period); and
(b) the results of those operations.

“(3B) The report must give particulars of any significant change in the state of affairs of the economic entity referred to in paragraph (3A)(a) that occurred during the accounting period.

SCHEDULE 1— continued

“(3C) If the accounting period is a financial year, the report must also comply with subsections (4), (5), (6), (7), (10) and (11).”.

58.Subsections 305(4) and (5):

Omit “The”, substitute “If subsection (3C) applies, the”.

59.Subsections 305(6) and (7):

Omit “The report shall”, substitute “If subsection (3C) applies, the report must”.

60.Subsections 305(8), (9) and (9A):

Omit the subsections.

61.Subsections 305(10) and (11):

Omit “The”, substitute “If subsection (3C) applies, the”.

62.Section 305:

Add at the end:

“(12) If the company controlled a particular entity throughout some, but not all, of the accounting period, the report need not relate to the entity’s activities, operations or state of affairs during a period throughout which the company did not control it, or to the results of such operations.”.

63.Section 306:

Omit all the words from and including “If” to and including “included:”, substitute “If the directors believe, on reasonable grounds, that to include in the report particular information that subsection 304(11) or 305(11) requires would be likely to result in unreasonable prejudice to the company:”.

64.Paragraph 306(a):

Omit “first-mentioned”.

65.Subsection 308(1):

Omit the subsection, substitute:
“(1) If:
(a) the accounting period is a financial year; and
(b) subsection 304(1) applies;

this section applies in relation to the company.”.

66.Subsection 308(2):

Omit all the words from and including “If” to and including “that:”, substitute:

SCHEDULE 1— continued

“If:

(aa) the accounting period is a financial year; and
(ab) subsection 305(1) applies;

this section applies in relation to each body corporate that:”.

67.Subsection 309(1):

Omit “other financial year”, substitute “other accounting period”.

68.Subsections 312(1) and (2):

Omit “particular financial year”, substitute “particular accounting period”.

69.Subsection 313(1):

After “audit” insert “or review”.

70.Subsection 317(1) (definition of “financial year”):

Omit “under this Part”, substitute “or reviewed in accordance with this Law”.

71.After section 317:

Insert:

Lodgment of accounts etc. by companies that are disclosing entities

“317A.(1) A company that was a disclosing entity at the end of an accounting period must lodge copies of the following documents before the deadline after the accounting period:

(a) the company’s financial statements for the accounting period;
(b) the statement or statements that Division 5 requires in relation to the accounting period;
(c) the report that Division 6 requires in relation to the accounting period;
(d) the report about the financial statements that section 331A requires from the company’s auditor.

“(2) If the company was a borrowing corporation at the end of the accounting period, copies of the documents referred to in subsection (1) must also be given to the trustee (if any) for the holders of the debentures before the deadline after the accounting period.”.

72. After Division 9 of Part 3.6:

Insert in Part 3.6:

SCHEDULE 1— continued

“Division 10—Accounts of certain non-companies

Application of provisions to disclosing entities that are not companies or undertakings

“323A.(1) In this section:

‘applied provisions’ means:

(a) the provisions of Divisions 3 to 7 (inclusive) of this Part; and
(b) the provisions of Part 3.7 and section 287; and
(c) the provisions of the regulations made for the purposes of any of the provisions referred to in paragraphs (a) and (b).

“(2) The applied provisions apply in relation to a disclosing entity that is a body (other than a company) incorporated or formed in this jurisdiction:

(a) with prescribed modifications (if any); and
(b) as if references in the provisions to a company included references to such a disclosing entity.

“(3) Except where the contrary intention appears, or the context otherwise requires:

(a) a reference in this Law to an applied provision includes a reference to that provision as it applies because of this section; and
(b) for the purposes of a reference in this Law to a Chapter, Part, Division or other group of provisions of this Law that includes some of the applied provisions, the Chapter, Part, Division or other group is taken to include those applied provisions as they apply because of this section.

“Division 11—Accounts in relation to disclosing entities that are

prescribed interest undertakings

Introduction

“323B.(1) This Division deals with various accounting and reporting requirements to be complied with in relation to a disclosing entity that is an undertaking to which prescribed interests relate.

“(2) In this Division:
(a) the trustee or representative in relation to the prescribed interests is referred to as the trustee; and
(b) the management company in relation to the prescribed interests is referred to as the manager.

SCHEDULE 1— continued

Profit and loss account

“323C. Before the deadline after the accounting period, the trustee must prepare, or cause to be prepared, a profit and loss account for that period that gives a true and fair view of the profit or loss for that period resulting from the operations of the undertaking.

Balance-sheet

“323D. Before the deadline after the accounting period, the trustee must prepare, or cause to be prepared, a balance-sheet as at the end of that period that gives a true and fair view of the state of affairs of the undertaking as at the end of that period.

Accounts to comply with regulations

“323E. The trustee must ensure that the accounts comply with such of the prescribed requirements as are relevant to the accounts.

Accounts to comply with applicable accounting standards

“323F. Subject to section 323E, the trustee must ensure that the accounts are prepared in accordance with applicable accounting standards.

Additional information to give a true and fair view

“323G. If the accounts, as prepared in accordance with sections 323E and 323F, would not otherwise give a true and fair view of the matters with which this Division requires them to deal, the trustee must add, or cause to be added, such information and explanations as will give a true and fair view of those matters.

Audit or review of accounts

“323H.(1) The trustee must take reasonable steps to ensure that, before the deadline after the accounting period, a registered company auditor gives to the trustee a written report:

(a) stating that the accounts have been audited; and
(b) stating whether or not, as a result of that audit, in the auditor’s opinion, the accounts are properly drawn up:
(i) so as to give a true and fair view of the matters with which this Division requires them to deal; and

(ii) in accordance with this Law; and
(iii) in accordance with applicable accounting standards; and
(c) if the auditor is of the opinion that the accounts are not so drawn up—stating the auditor’s reasons for that opinion; and

SCHEDULE 1— continued

(d) if the auditor is of the opinion that the accounts are not drawn up in accordance with a particular applicable accounting standard—giving particulars of the quantified financial effect on the accounts of failing to draw them up in accordance with that accounting standard.
“(2) If the accounting period is a half-year, the report may instead:
(a) state whether, as a result of a review of the accounts, any matter has come to the auditor’s attention that causes the auditor to believe that they are not drawn up as mentioned in subsection (1); and
(b) if a matter or matters have so come to the auditor’s attention that cause the auditor so to believe—include a description of the matter or matters and a statement of the auditor’s reasons for that belief.

“(3) The trustee must cause the auditor’s report to be attached to, or endorsed on, the accounts.

Trustee’s report for accounting period

“323J. The trustee must prepare, or cause to be prepared, a report:
(a) containing a review of the operations of the undertaking during the accounting period and of the results of those operations; and
(b) giving particulars of any significant change in the state of affairs of the undertaking that occurred during the accounting period.

Lodging accounts etc.

“323K.(1) The manager must lodge a copy of each of the following:
(a) the accounts that sections 323C and 323D require;
(b) the auditor’s report on those accounts given under section 323H;
(c) the report that section 323J requires.

“(2) If the accounting period is a financial year, the manager must lodge the copies together with the return that section 1071 requires in relation to that financial year.

“(3) Otherwise, the manager must lodge the copies before the deadline after the accounting period.

Regulations may make additional provision

“323L.(1) The regulations may make provision, in relation to:
(a) prescribed interests that are ED securities; or
(b) without limiting paragraph (a), accounting periods of undertakings to which prescribed interests relate;

for matters of a kind dealt with in any of the provisions of section 287, Divisions 2 to 8 (inclusive) of this Part and Part 3.7.

SCHEDULE 1— continued

“(2) The regulations may also make provision for lodging, or for sending to the holders of prescribed interests, documents prepared under regulations in force for the purposes of subsection (1).”.

73.Subsection 331A(1):

Omit “to the company’s members”.

74.Paragraph 331A(1)(a):

Omit the paragraph, substitute:
“(a) the company’s financial statements for an accounting period; and”.

75.After subsection 331A(1):

Insert:

“(1A) If the accounting period is a financial year, the report is to be a report to the company’s members.”.

76.Subsection 331A(2):

Omit “The”, substitute “If the accounting period is a financial year at the end of which the company was not a disclosing entity, the”.

77.Section 331A:

Add at the end:

“(3) If the company was a disclosing entity at the end of the accounting period, the auditor must give the report to the company’s directors soon enough for them to comply with section 317A.”.

78.After section 331 A:

Insert:

Requirements for auditor’s report

“331AA.(1) Subject to this section, sections 331B, 331C, 331D and 331E must be complied with in relation to the report.

“(2) If the accounting period is a half-year, the report may instead:
(a) state whether, as a result of a review of the financial statements, any matter has come to the auditor’s attention that causes the auditor to believe that they are not drawn up as mentioned in subsection 331B(1); and
(b) if a matter or matters have so come to the auditor’s attention that cause the auditor so to believe—include a description of the matter or matters and a statement of the auditor’s reasons for that belief.

SCHEDULE 1— continued

“(3) If the report complies with subsection (2), sections 331B, 331C, 331D and 331E do not apply to the report.”.

79.Subsection 332(9):

Insert “or reviewed in accordance with this Law” after “audited”.

80.After section 408B:

Insert:

Application of provisions applied by section 323A—certain disclosing entities that are prescribed corporations

“408C.(1) In this section:

‘section 323A provisions’ means the applied provisions, within the meaning of section 323A, as they apply because of that section.

“(2) The section 323A provisions apply in relation to a prescribed corporation that is a disclosing entity to which section 323A applies.

“(3) For the purposes of the section 323A provisions, as they apply in relation to such a disclosing entity (including one that is a prescribed corporation) and an accounting period of the disclosing entity, a reference to an entity includes a reference to an entity that is a prescribed corporation.

“(4) The application that the section 323A provisions have because of subsections (2) and (3) is subject to this Part.”.

81.Subsection 409(3):

(a) Insert “annual” before “accounts” (second occurring).
(b) Add at the end “for financial years”.

82.Paragraph 409(5)(a):

Insert “, or are lodged in relation to a financial year of the corporation,” after “corporation”.

83.Paragraph 409(5)(b):

(a) Insert “or are lodged in relation to a financial year of the corporation,” after “corporation,”.
(b) Add at the end “, or is not lodged, as the case requires”.

84.Subsection 409A(1):

(a) Omit “of companies”.
(b) Omit “corresponding financial year”, substitute “corresponding accounting period”.

SCHEDULE 1— continued

85.Subparagraph 409A(1)(b)(iii):

Omit “annual”.

86.Section 409A:

Add at the end:
“(5) In this section:

‘company’ includes a disclosing entity to which section 323A applies.”.

87.After subsection 776(2):

Insert:

“(2A) A securities exchange that believes a person has committed, is committing or is about to commit, a serious contravention of the securities exchange’s business rules or listing rules, or the Corporations Law of this or any other jurisdiction, must, as soon as practicable, lodge a statement setting out:

(a) particulars of the contravention that it believes the person has committed, is committing or is about to commit; and
(b) its reasons for that belief.

“(2B) Subject to subsection (2C), a securities exchange that makes information about a listed disclosing entity available to a stock market conducted by the securities exchange must, as soon as practicable, give the Commission a document that contains the information.

“(2C) The regulations may provide that subsection (2B) does not apply to information of a specified kind.”.

88.Subsection 777(1):

Omit all the words after “directions”, substitute:

“concerning compliance with, or enforcement of, those business rules or listing rules to:

(a) that last-mentioned person; and
(b) if that person is a body corporate—the directors of that body corporate.”.

89.Section 777:

Add at the end:

“(3) For the purposes of subsection (1), if a disclosing entity that is an undertaking to which prescribed interests relate is, with the management company’s agreement, consent or acquiescence, included in the official list of a securities exchange, the management company, or an associate of the

SCHEDULE 1— continued

management company, is taken to be under an obligation to comply with the listing rules of that securities exchange to the extent to which those rules purport to apply to the management company or associate.

“(4) For the purposes of subsection (1), if a body corporate fails to comply with or enforce provisions of the business rules or listing rules of a securities exchange, a person who holds securities of the body corporate that are quoted on a stock market of the securities exchange is taken to be a person aggrieved by the failure.

“(5) Subsection (4) does not limit the circumstances in which a person may be aggrieved by a failure for the purposes of subsection (1).”.

90.Subsection 779(1):

Insert:

“ ‘delisting or suspension decision’ means a decision by a securities exchange:

(a) whether or not to remove an entity from an official list of the exchange; or
(b) whether or not to stop or suspend quotation of securities on a stock market of the exchange;

‘information’ means information given orally, in a document or otherwise;

‘listed entity’, in relation to a securities exchange, means an entity included in an official list of the exchange;

‘rules’, in relation to a securities exchange, means the exchange’s business rules or listing rules.”.

91.Section 779:

Add at the end:

“(5) A securities exchange has qualified privilege in respect of the publication of information, or a document, given to the exchange by a listed entity under a provision of this Law or of the exchange’s rules.

“(6) Subsection (5) does not apply if:
(a) this Law, or the exchange’s rules, as the case may be, expressly or impliedly authorised the entity to limit the purposes for which it gave the information or document to the exchange; and
(b) when giving the information or document, the entity limited those purposes as so authorised; and
(c) the publication is not solely for one or more of the limited purposes.

“(7) A securities exchange has qualified privilege in respect of the publication of:

SCHEDULE 1—continued

(a) information about a request by the exchange to a listed entity for information in relation to compliance by the entity with, or a contravention by the entity of, this Law or the exchange’s rules; or
(b) information, or a document, given to the exchange by a listed entity in response to such a request.

“(8) A securities exchange has qualified privilege in respect of the publication of:

(a) an oral or written statement describing a delisting or suspension decision or the reasons for, or action taken because of, such a decision; or
(b) an oral or written statement to the effect that the exchange is considering whether to make such a decision; or
(c) information given, or a document prepared, given or produced, by a person (whether an officer of the exchange or not) in the course of, for the purposes of, or otherwise in connection with, the exchange making such a decision.

“(9) An officer of a securities exchange has qualified privilege in respect of an act:

(a) that is done in the course of performing functions or exercising powers as an officer of the exchange; and
(b) in respect of which the exchange would have qualified privilege under subsection (5), (7) or (8) if it had done the act.
“(10) Nothing in this section limits the generality of anything else in it.”.

92.After section 1001:

Insert in Division 2 of Part 7.11:

Continuous disclosure—listed disclosing entities

“1001 A.(1) This section applies to a listed disclosing entity if provisions of the listing rules of a securities exchange:

(a) apply to the entity; and
(b) require the entity to notify the securities exchange of information about specified events or matters a’s they arise for the purpose of the securities exchange making that information available to a stock market conducted by the securities exchange.

“(2) The disclosing entity must not contravene those provisions by intentionally, recklessly or negligently failing to notify the securities exchange of information:

(a) that is not generally available; and

SCHEDULE 1— continued

(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.

“(3) A contravention of subsection (2) is only an offence if the failure concerned is intentional or reckless.

“(4) For the purposes of the application of this section to a listed disclosing entity that is an undertaking to which prescribed interests relate, the obligation of the entity not to contravene provisions as mentioned in subsection (2) is an obligation of the management company.

Continuous disclosure—unlisted disclosing entities

“1001B.(1) If:
(a) an unlisted disclosing entity becomes aware of information:
(i) that is not generally available; and
(ii) 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
(b) the information is not required to be included in a supplementary prospectus or a replacement prospectus in relation to the entity;

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

“(2) An unlisted disclosing entity does not contravene subsection (1) except by an intentional, reckless or negligent act or omission.

“(3) A contravention of subsection (1) is only an offence if the failure concerned is intentional or reckless.

“(4) For the purposes of the application of this section to an unlisted disclosing entity that is an undertaking to which prescribed interests relate:

(a) the entity is aware of information if, and only if, the management company is aware of the information; and
(b) the obligation of the entity to lodge a document under subsection (1) is an obligation of the management company; and
(c) subsection (2) applies as if the reference in it to an unlisted disclosing entity were instead a reference to the management company.

Sections 1001A and 1001B—when information is generally available

“1001C.(1) This section has effect for the purposes of sections 1001A and 1001B.

“(2) Information is generally available if:

SCHEDULE 1— continued

(a) it consists of readily observable matter; or
(b) without limiting the generality of paragraph (a), both 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).

Sections 1001A and 1001B—material effect on price or value

“1001D. For the purposes of sections 1001A and 1001B, a reasonable person would be taken to expect information to have a material effect on the price or value of securities if the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to subscribe for, or buy or sell, the first-mentioned securities.”.

93.Subsection 1022(1):

Insert “other than a prospectus to which section 1022AA applies,” after “a corporation,”.

94.After section 1022:

Insert:

General provisions applicable to certain prospectuses for quoted ED securities

“1022AA.(1) This section applies to a prospectus in relation to ED securities of a disclosing entity if:

(a) the securities are quoted ED securities; and
(b) the securities are in a class of securities that were quoted ED securities at all times in the 12 months before the issue of the prospectus; and
(c) none of the following applied in relation to the entity at any time in that 12 months:
(i) an exemption under section 111AS or 111AT, or a modification under section 111AV;

SCHEDULE 1— continued

(ii) an exemption under subsection 1084(2), or a declaration under subsection 1084(6), relating to a provision that is a disclosing entity provision for the purposes of Division 4 of Part 1.2A;
(iii) a subsection of section 409 or 409A; and
(d) no instrument under subsection (8) is in force that excludes the disclosing entity from this section.

“(2) In addition to the information required by section 1021 to be included in the prospectus, the prospectus must:

(a) set out the terms and conditions of the offer or invitation contained in the prospectus; and
(b) contain all such information as investors and their professional advisers would reasonably require, and reasonably expect to find in the prospectus, for the purpose of making an informed assessment of:
(i) the effect of the offer or invitation on the disclosing entity; and
(ii) the rights attaching to the securities; and
(c) contain a statement that:
(i) explains that the disclosing entity, as such an entity, is subject to regular reporting and disclosure obligations; and
(ii) advises that copies of documents lodged in relation to the entity may be obtained from, or inspected at, an office of the Commission.
“(3) The prospectus must:
(a) subject to paragraph (b)—in relation to each document referred to in subsection (4), include a statement to the effect that the issuer of the prospectus will provide a copy of the document, free of charge, to a person who asks for it in the application period in relation to the prospectus; or
(b) if a statement under paragraph (a) is not so included in relation to a document referred to in subsection (4)—include, or have attached to it, a copy of the document.
“(4) These are the documents to which subsection (3) applies:
(a) the last financial statements for a financial year to be lodged in relation to the disclosing entity before the issue of the prospectus; and
(b) any other financial statements, and any documents under section 1001B, lodged in relation to the disclosing entity in the period starting after lodgment of the financial statements referred to in paragraph (a) and ending before the issue of the prospectus; and

SCHEDULE 1—continued

(c) any documents used to notify a securities exchange of information relating to the disclosing entity during that period under provisions of the securities exchange’s listing rules referred to in subsection 1001A(1).

“(5) If the prospectus includes a statement under paragraph (3)(a), the issuer of the prospectus must comply with the statement.

“(6) If:
(a) there is information relating to the disclosing entity that has not, because of its confidential or prejudicial nature:
(i) been notified to a securities exchange under provisions of the securities exchange’s listing rules referred to in subsection 1001A(1); or
(ii) been included in a document lodged under section 1001B; and
(b) investors and their professional advisers would reasonably require the information, and would reasonably expect to find it in the prospectus, for the purpose of making an informed assessment of:
(i) the assets and liabilities, financial position and prospects of the disclosing entity; and
(ii) the rights attaching to the securities;

the information must be included in the prospectus.

“(7) Paragraph (6)(a) does not create a right not to notify a securities exchange of information, or not to include information in a document, because of the confidential or prejudicial nature of the information.

“(8) The Commission may, by writing, exclude a disclosing entity from this section if the Commission is satisfied that, in the previous 12 months, any or all of the following provisions were contravened in relation to the disclosing entity:

(a) the provisions of Part 3.6;
(b) the provisions of Part 3.7;
(c) section 1001A or 1001B;
(d) section 1023B;
(e) section 1024.

“(9) The Commission must cause a copy of an instrument under subsection (8) to be published in the Gazette.

“(10) For the purposes of this section, securities are not in different classes merely because:

(a) of a temporary difference in the dividend or distribution rights attaching to the securities; or

SCHEDULE 1— continued

(b) different amounts have been paid up on the securities.”.

95.Subsections 1058(5) and (6):

Omit the subsections, substitute:

“(5) The directors of a relevant guarantor body that has guaranteed the repayment of money raised by the issue, by a borrowing corporation, of debentures (other than debentures of a kind that could be lawfully described under section 1045 as mortgage debentures or certificates of mortgage debenture stock) must:

(a) within 90 days of the end of a financial year of the body, cause a profit and loss account for that financial year, and a balance-sheet as at the end of that financial year, to be made out and lodged with the Commission and with the trustee for the holders of the debentures (if any); and

779	Items 90 and 91 of Schedule 1	Qualified privilege
994	Items 10 to 12 of Schedule 2	Statement in a prospectus
996	Item 13 of Schedule 2	False or misleading statements in, or omission from, prospectus
999	Item 14 of Schedule 2	False or misleading statements in relation to securities
*1001A to 1001D	Item 92 of Schedule 1	Continuous disclosure

INDEX OF AMENDMENTS—continued

1006	Items 15 and 16 of Schedule 2	Secondary trading
1007	Item 17 of Schedule 2	Secondary trading
1008	Items 18 and 67 of Schedule 2	Secondary trading
1008A	Items 19 and 67 of Schedule 2	Secondary trading
1009	Items 20 to 25 and 67 of Schedule 2	Secondary trading
1010	Item 26 of Schedule 2	Secondary trading
1011	Item 27 of Schedule 2	Secondary trading
1017	Items 65 and 66 of Schedule 2	Secondary trading
1018	Items 28, 65 and 66 of Schedule 2	Secondary trading
1019	Items 65 and 66 of Schedule 2	Secondary trading
1020	Item 29 of Schedule 2	Secondary trading and supplementary prospectuses
1021	Items 30 to 37 of Schedule 2	Secondary trading, life of prospectuses, interests to be disclosed in prospectuses
1022	Item 93 of Schedule 1 and items 38 and 39 of Schedule 2	Disclosing entity prospectuses and secondary trading
*1022AA	Item 94 of Schedule 1	Disclosing entity prospectuses
1022A	Item 40 of Schedule 2	Secondary trading
1023	Item 68 of Schedule 2	Secondary trading
*1023A to 1024G	Item 41 of Schedule 2	Supplementary and replacement prospectuses application forms and inclusion of documents by reference
1025	Item 68 of Schedule 2	Secondary trading
1026	Item 68 of Schedule 2	Secondary trading
1027A	Item 42 of Schedule 2	Secondary trading
1029	Items 43 and 68 of Schedule 2	Secondary trading and life of prospectuses
1029A	Item 44 of Schedule 2	Secondary trading
1030	Item 68 of Schedule 2	Secondary trading
1031	Items 45 to 52 of Schedule 2	Secondary trading
1033	Items 53 to 55 of Schedule 2	Secondary trading and supplementary and replacement prospectuses
1038	Item 68 of Schedule 2	Secondary trading

1039	Items 56 and 68 of Schedule 2	Secondary trading
1040	Items 57, 58 and 68 of Schedule 2	Secondary trading and life of prospectuses
1041	Item 59 of Schedule 2	Secondary trading and life of prospectuses
*1043A to 1043D	Item 60 of Schedule 2	Secondary trading
1058	Items 95 to 98 of Schedule 1	Accounts and audit
1060	Items 61 and 66 of Schedule 2	Secondary trading
1069	Items 99 to 103 of Schedule 1	Accounts and audit
1071	Items 104 and 105 of Schedule 1	Accounts and audit
1078	Item 62 of Schedule 2	Hawking securities
1084	Item 63 of Schedule 2	Secondary trading
1114	Items 106 to 109 of Schedule 1	Compliance with, or enforcement of, rules of a securities exchange
1139	Item 110 of Schedule 1	Compliance with, or enforcement of, rules of a futures exchange etc.
1274	Items 111 and 112 of Schedule 1	Inspection of documents lodged with Commission
*1274B	Item 1 of Schedule 4	Use in court of information from Commission’s national database
*1390 to 1398	Item 1 of Schedule 5	Application of amendments
Schedule 3	Item 113 of Schedule 1 and item 64 of Schedule 2	Penalties

[Minister’s second reading speech made in—

House of Representatives on 15 December 1993
Senate on 2 February 1994