ASIC Class Order [CO 00/0168]

Overview

The ASIC Class Order [CO 00/168] was enacted in 2000 under the Corporations Act 2001 by the Australian Securities and Investments Commission (ASIC) to address the need for streamlined disclosure requirements for companies issuing securities that are already quoted on a prescribed financial market. This class order provides relief from the exposure period for certain disclosure documents, thereby facilitating more efficient capital raising processes for affected entities. The policy objective behind this class order is to reduce regulatory burdens while maintaining adequate investor protection, ensuring that companies can effectively and efficiently issue securities without unnecessary delays. The class order exempts entities lodging disclosure documents that offer no securities other than those already quoted on a prescribed financial market from the exposure period stipulated in the Act. This amendment, effective from February 2000, was updated in March 2002 with [CO 02/146], reflecting ongoing efforts to refine and enhance the regulatory framework for corporate disclosure. By providing these exemptions, the class order aims to strike a balance between fostering a dynamic capital market and safeguarding investor interests.

Scope and Application

ASIC Class Order [CO 00/168] is an instrument under the Corporations Act 2001, which provides an exemption from the exposure period for certain securities offered to the public. This exemption applies to any person who lodges a disclosure document offering only securities that are in the same class as those currently quoted on a prescribed financial market. This relief is specifically targeted at entities that are required to lodge disclosure documents for securities offerings, ensuring that these entities are not subject to the usual exposure period requirements when offering securities that are already listed on a recognised market. The scope of this exemption is geographically and jurisdictionally confined to Australia, as it is enacted under the Corporations Act 2001, which is a Commonwealth law. The order was first made on 13 February 2000 and subsequently amended on 11 March 2002, with the most recent compilation taking into account these amendments. The application of this Class Order can be extended or modified through further subordinate instruments issued by the Australian Securities and Investments Commission.

Key Provisions

The ASIC Class Order [CO 00/168], in force under subsection 741(1) of the Corporations Act 2001, provides relief from the exposure period for certain securities offerings. Specifically, this order exempts individuals or entities who lodge disclosure documents offering only securities of the same class as those already quoted on a prescribed financial market from the requirements of subsection 727(3) of the Act. This means that if an entity is offering securities that are of the same class as those already listed on a stock exchange, they do not need to adhere to the usual exposure period rules. This relief is intended to facilitate more efficient securities offerings without unduly burdening entities with additional regulatory requirements. Entities that lodge disclosure documents under this Class Order must ensure that the offered securities are of the same class as those quoted on a prescribed financial market. This requirement is clearly defined in Schedule B of the Class Order, which outlines the specific circumstances under which the exemption applies. The primary obligation for these entities is to comply with the disclosure requirements stipulated in the Act, ensuring that all necessary information is accurately and fully disclosed to potential investors. Additionally, they must ensure that the securities being offered do not deviate from the class of securities already quoted on a recognized financial market, as this would disqualify them from the exemption. Failure to comply with the provisions of the ASIC Class Order [CO 00/168] may result in various consequences. While the specific penalties are not detailed within the Class Order itself, breaches of the Corporations Act 2001 can lead to civil or criminal penalties, depending on the nature and severity of the breach. For civil penalties, the Act provides for substantial fines, with the exact amount determined by the court. In cases of criminal penalties, individuals found guilty of breaches can face imprisonment, and companies can be subject to fines that can be significant, reflecting the seriousness of the violation. The Act also provides for other remedies, including the possibility of corrective orders or the revocation of licenses, to ensure compliance and protect the interests of investors.