ASIC Class Order [CO 00/0177]

Overview

The Australian Securities and Investments Commission (ASIC) issued the legislative instrument F2007B00035 in 2000, aiming to address the regulatory overlap between Australian and New Zealand securities laws. Enacted by the Australian Parliament, this instrument serves to streamline compliance for entities offering securities across both jurisdictions. The policy objective is to facilitate smoother transactions and reduce administrative burdens for those dealing with cross-border securities offers. Specifically, the instrument exempts certain classes of persons involved in issuing prospectuses from certain Australian disclosure requirements, provided the prospectus in question was registered under the Securities Act 1978 of New Zealand within the preceding 12 months and remains valid. This legislative action underscores the commitment to harmonising securities regulations to benefit both domestic and international investors.

Scope and Application

The Australian Securities and Investments Commission, pursuant to subsection 741(1) of the Corporations Law, exempts specific classes of persons from the restrictions outlined in subsection 711(6) of the Law. These exemptions apply to individuals who are responsible for the issuance of a prospectus or those offering shares or debentures to which such a prospectus pertains. The exemption is limited to offers of shares or debentures for which a current prospectus was registered under the Securities Act 1978 of New Zealand within the last 12 months, provided that the registration has not been cancelled or suspended and all necessary amendments have been incorporated as per the New Zealand Act. This exemption allows entities complying with New Zealand securities regulations to engage in certain activities within Australia without facing the restrictions that would otherwise apply under Australian Corporations Law. The scope of this exemption is delineated in Schedules A and B of the legislative instrument.

Key Provisions

The main operative sections of this legislative instrument pertain to the exemption provided under subsection 741(1) of the Corporations Law (the “Law”) (sections 1 and 2). This exemption is granted to a specific class of persons detailed in Schedule A from the prohibition outlined in subsection 711(6) of the Law (section 1). Schedule A identifies the persons responsible for the issue of a prospectus or those offering shares or debentures related to such a prospectus (section 2). Schedule B specifies the type of offers that are subject to this exemption, namely those made by a current prospectus registered under the Securities Act 1978 of New Zealand, provided it was registered not more than 12 months prior to the date of the exemption and has not been cancelled or suspended under that Act (section 3). The Act imposes certain obligations and requirements on the parties or entities it governs. Persons mentioned in Schedule A must ensure that they are offering shares or debentures in accordance with the prospectus registered under the Securities Act 1978 of New Zealand. This includes the requirement that the prospectus must be current, not more than 12 months old, and must incorporate all amendments required under the New Zealand Act (Schedule B). Furthermore, these persons must adhere to the conditions outlined in the exemption to avoid contravening subsection 711(6) of the Law (section 4). There are no explicit offences, penalties, or civil/criminal consequences stated within this legislative instrument for breach of the provisions. However, it is implied that any breach of the Corporations Law, including subsection 711(6), could result in legal consequences as prescribed by the Law (section 5). The penalties for such breaches would be determined by the relevant provisions of the Corporations Law and could include fines, imprisonment, or other sanctions as determined by the courts (section 6). The specific maximum penalties would depend on the nature and severity of the breach as outlined in the broader legislative framework of the Corporations Law.