ASIC Class Order [CO 00/0190]

Overview

The Australian Securities and Investments Commission Corporations Law — Subsection 741(1) Exemption and Declaration, enacted in 2000, addresses the need for streamlined and updated disclosure documents when securities are offered by a person. This legislative instrument empowers the Australian Securities and Investments Commission (ASIC) to exempt individuals from specific requirements of the Corporations Law when they provide updated supplementary documents that replace older ones, thereby ensuring that investors have access to the most current and accurate information. The policy objective is to facilitate efficient and effective communication of financial disclosures while maintaining the integrity and transparency of the securities market. This exemption and declaration were issued under the authority of the Australian Securities and Investments Commission and are intended to support the ongoing transparency and reliability of financial disclosures. By allowing for the substitution of outdated supplementary documents with updated ones, the legislation helps to ensure that investors receive the most current information, thereby enhancing their ability to make informed decisions. The legislative instrument underscores the importance of maintaining accurate and up-to-date disclosures in the financial sector.

Scope and Application

The legislative instrument F2007B00045, issued under subsection 741(1) of the Corporations Law, pertains to the exemptions and declarations made by the Australian Securities and Investments Commission (ASIC) regarding the offering of securities through a disclosure document or a supplementary document. This Act applies to any person who offers securities and is particularly concerned with instances where supplementary documents have been lodged in relation to an original disclosure document. Specifically, it addresses situations where an old supplementary document has been replaced with a new one, providing clarity and ensuring that the new document is adequately identified and contains all the necessary information from the previous document, with any necessary updates or corrections. The Act also specifies that the new supplementary document must be read in conjunction with any prior supplementary documents. Geographically, the application of this legislation extends to the Commonwealth level, impacting entities and individuals within Australia that are involved in the securities offering process. The instrument exempts such individuals or entities from the requirement under paragraph 719(2)(d) of the Corporations Law to state that the new supplementary document is to be read together with any previous supplementary documents, provided the conditions outlined are met. Furthermore, it declares that from the moment the new supplementary document is lodged, Chapter 6D of the Law will apply to the disclosure document as if it referred to the new supplementary document instead of the old one. This legislative instrument does not explicitly mention any exclusions, exemptions, or thresholds, and it does not extend or restrict its application through subordinate instruments, suggesting a direct and straightforward implementation of the specified conditions.

Key Provisions

The legislative instrument (F2007B00045) under the Corporations Law provides specific exemptions and declarations concerning the offering of securities through supplementary documents. Section 741(1)(a) exempts a person from a requirement under the Law when they lodge a new supplementary document to replace an old one in relation to a disclosure document. This new document must clearly state that it substitutes the old one and include all the information from the old document, correcting any deficiencies, updating the information, or adding additional information where necessary (subsection 741(1)(a)). Importantly, this new supplementary document does not need to explicitly state that it should be read together with previous supplementary documents, as required by subsection 719(2)(d) of the Law. The obligations under this legislation include the lodging of a new supplementary document that replaces an older one, ensuring that it clearly identifies itself as a substitute and contains all necessary information, including corrections and updates. The person offering securities must also ensure that the new supplementary document is lodged in accordance with the requirements set forth in the Law. Additionally, the new supplementary document must be lodged with the relevant authorities in a timely manner to ensure compliance with the Law’s provisions. Failure to comply with the requirements of this legislative instrument may result in legal consequences. While specific penalties are not detailed in the text, breaches of the Corporations Law can lead to various civil or criminal penalties depending on the nature and severity of the breach. These may include fines, imprisonment, or both, as stipulated by other sections of the Law. It is also important to note that the Law allows ASIC to take enforcement action against those who fail to comply with its provisions, which may include seeking injunctions, imposing penalties, or pursuing other legal remedies.