ASIC Class Order [CO 00/0222]

Administered by Department of the Treasury

Legislation au F2006B01431 Not in force Legislative Instrument

Legislation content

ASIC Class Order [CO 00/222]

Employee share schemes — miscellaneous fundraising relief

This instrument has effect under subsection 741(1) of the Corporations Act 2001.

This compilation was prepared on 4 October 2005 taking into account amendments up to [CO 02/288].

Prepared by the Australian Securities and Investments Commission.

Australian Securities and Investments Commission
Corporations Act 2001 — Subsection  741(1) — Exemption

Pursuant to subsection 741(1) of the Corporations Act 2001 (the “Act”), the Australian Securities and Investments Commission (“ASIC”) grants the exemptions herein.

First exemption

1. Scope of this exemption 

The class of persons to which this exemption applies are hereby exempted, in relation to a disclosure document to which this exemption applies, from the provisions of Chapter 6D of the Act but only insofar as those provisions may require a disclosure document to comprise one document only.

2. Class of persons affected

This exemption applies to the class of persons comprising any person who:

(a) offers for issue or sale shares of a body or options over shares of a body being offers made pursuant to an employee share scheme extended only to all or any employees of the body and of associated bodies corporate of the body; and

(b) issues a disclosure document in relation to the shares or options which is lodged with ASIC.

3. Disclosure documents affected 

This exemption applies in relation to a prospectus or offer information statement which comprises not more than 4 documents, one of which documents, being that which includes the material required by subsections  711(2),  711(3),  711(6),  711(7) and  711(8), paragraphs 715(1)(f) and (j) and subsection  716(1) of the Act (in each case if applicable), lists and describes all accompanying documents and notes that such documents constitute part of the prospectus or offer information statement.

Second exemption 

1. Scope of this exemption

The class of persons to which this exemption applies are hereby exempted from section  718 of the Act in relation to a disclosure document to which this exemption applies insofar as that section requires the disclosure document which has been lodged with ASIC to be the same as the disclosure document used for the offer.

2.  Class of persons affected

This exemption applies to the class of persons to whom the First Exemption applies.

3.  Disclosure documents affected

This exemption applies to a prospectus or offer information statement used for an offer for issue or sale of shares or options:

(a) which is provided to a person, eligible to participate in the offer to which the disclosure document relates, informing that person of their entitlement to acquire a specified number of shares or options; and

(b) which is the same as the disclosure document lodged with ASIC save that that disclosure document need not include:

(i) the name and address, location of employment, employer, and employee number of the person;

(ii) the details of the person's entitlement to shares of the class to which the disclosure document relates;

(iii) the details of the person's entitlement to options of the class to which the disclosure document relates and the particulars of exercise of those options;

(iv) the details of the acquisition price of the shares to which the disclosure document relates or details relevant to the determination of the acquisition price of those shares;

(v) the details of the amount payable on acquisition for those shares or the date of payment by the person of those acquisition moneys; or

(vi) the last date upon which the offer may be accepted.

Third exemption 

1. Scope of this exemption 

The class of persons to which this exemption applies are hereby exempted in relation to a disclosure document to which this exemption applies from section  736 of the Act but only insofar as that section would prohibit a person from distributing copies of that disclosure document to an offeree in the course of an unsolicited meeting with that offeree.

2.  Class of persons affected

This exemption applies to the class of persons comprising any person which offers for issue or sale shares or options of a body being offers made pursuant to an employee share scheme extended only to employees of the body or an associated body corporate of the body and in relation to which offers a prospectus or offer information statement which complies with the requirements of Chapter 6D of the Act is lodged with ASIC.

3.  Disclosure documents affected 

This exemption applies to a prospectus or offer information statement which makes offers of the kind referred to in paragraph 2 of this exemption.

Fourth exemption

1. Scope of this exemption

The class of persons to which this exemption applies are hereby exempted in relation to an offer to which this exemption applies from section 736 of the Act.

2. Class of persons affected

This exemption applies to the class of persons comprising any person which makes an offer of the kind referred to in paragraph 3.

3. Offers affected 

This exemption applies to an offer:

(a) made pursuant to an employee share scheme extended only to employees of the body or an associated body corporate of the body; and

(b) which is in relation to listed securities and to which subsection  707(3) of the Act does not apply.

Interpretation 

For the purposes of this instrument:

1. A body corporate is an associated body corporate of a body if:

(a) the body corporate is a related body corporate of the body; or

(b) the body corporate has an entitlement to not less than 20% of the voting shares of the body; or

(c) the body has an entitlement to not less than 20% of the voting shares of the body corporate.

2. A person shall be taken to be an employee of a body if in the full time or part time employment of that body or if a director of that body.

3. A scheme shall not be regarded as extended to a person other than an employee of the body or an associated body corporate of the body merely because such an employee may renounce an offer of shares made to them under the scheme in favour of their nominee.

4. “listed securities” means securities listed for quotation on a prescribed financial market. 

 

Notes to ASIC Class Order [CO 00/222]

Note 1

ASIC Class Order [CO 00/222] (in force under subsection 741(1) of the Corporations Act 2001) as shown in this compilation comprises that Class Order amended as indicated in the Tables below.

Table of Instruments

Instrument number

Date of making or FRLI registration

Date of commencement

Application, saving or transitional provisions

[CO 00/222]

27/2/2000

13/3/2000

-

[CO 01/153]

20/2/2001

20/2/2001

-

[CO 02/288]

6/3/2002

11/3/2002

-

Table of Amendments

ad. = added or inserted     am. = amended     rep. = repealed     rs. = repealed and substituted

Provision affected

How affected

‘First exemption’, paras 2(a) and 2(b)

am. [CO 01/153]

‘Second exemption’, para 3

am. [CO 01/153]

‘Third exemption’, para 2

am. [CO 01/153]

Interpretation

am. [CO 02/288]

Class order

am. [CO 02/288]

 

 

Overview

The ASIC Class Order [CO 00/222], first enacted in 2000, provides specific exemptions under the Corporations Act 2001 for certain types of employee share schemes. This legislative instrument was developed by the Australian Securities and Investments Commission (ASIC) to address complexities and inefficiencies in the disclosure requirements for employee share schemes, particularly those limited to employees and associated entities. The exemptions aim to alleviate the administrative burden on companies and their employees by providing more flexibility in the documentation and distribution processes. The policy objective is to facilitate the operation of employee share schemes without compromising the need for adequate disclosure to protect participants.

Scope and Application

ASIC Class Order [CO 00/222], operating under the authority granted by subsection 741(1) of the Corporations Act 2001, provides exemptions from certain requirements of the Act in relation to employee share schemes. Specifically, the exemptions apply to any person offering for issue or sale shares or options of a body corporate to its employees or those of associated bodies, provided a disclosure document is lodged with the Australian Securities and Investments Commission (ASIC). The first exemption allows for the submission of a prospectus or offer information statement comprising up to four documents, one of which must list and describe all accompanying documents, while the second exemption permits the omission of certain personal and financial details from the disclosure document. The third exemption allows the distribution of disclosure documents to offerees during unsolicited meetings, and the fourth exemption exempts offers related to listed securities from specific prohibitions. These exemptions are subject to amendments, such as those made by [CO 01/153] and [CO 02/288], and apply to persons offering shares or options pursuant to employee share schemes to employees of the body corporate or associated entities.

Key Provisions

The ASIC Class Order [CO 00/222], operating under subsection 741(1) of the Corporations Act 2001, provides several exemptions for certain entities when they are offering shares or options under employee share schemes. Specifically, the exemptions pertain to the types and number of disclosure documents required under the Act. Under the First Exemption (sections 1-3), entities are exempted from the requirement to consolidate their disclosure documents into a single document, allowing them to submit up to four documents provided that one primary document lists and describes all accompanying documents. This exemption applies to entities offering shares or options pursuant to an employee share scheme that is limited to the employees of the entity or its associated bodies corporate, and that submit a disclosure document to ASIC. Entities subject to this exemption must comply with certain content requirements in the primary document, ensuring it includes specific details such as the material required by subsections 711(2), 711(3), 711(6), 711(7), 711(8), paragraphs 715(1)(f) and (j), and subsection 716(1) of the Act. The Second Exemption (sections 1-3) further exempts these entities from the requirement that the disclosure document used for the offer must be identical to the one lodged with ASIC. This allows for certain personal details to be omitted from the document provided to offerees, such as names, addresses, employment locations, and specific entitlement details. The Third Exemption (sections 1-3) permits these entities to distribute copies of the disclosure document to offerees during unsolicited meetings without violating section 736 of the Act. This exemption applies to prospectuses or offer information statements that comply with Chapter 6D of the Act and are lodged with ASIC. Finally, the Fourth Exemption (sections 1-3) allows entities to make offers under employee share schemes to employees or associated entities without adhering to section 736 of the Act, provided the offer relates to listed securities and does not fall under subsection 707(3) of the Act. In terms of obligations, the entities must ensure that their disclosure documents meet the outlined requirements, such as listing and describing all accompanying documents and including specific mandatory details in the primary document. Failure to comply with these exemptions and requirements can result in legal consequences, although the Class Order itself does not specify penalties. However, breaches of the Corporations Act 2001 provisions that these exemptions are intended to facilitate could result in penalties as prescribed under the Act, which may include fines and other civil or criminal sanctions.

Legal classification tags

Area of Law
Corporate Law & Governance
Instrument
Legislative Instrument
Concepts
Definitions & Interpretation
Offence Provisions
Reporting & Disclosure Obligations
Exemptions & Exclusions

Interactions

Authorises

All Versions

Sourced from the Federal Register of Legislation at 26 August 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au.