ASIC Class Order [CO 00/0656]

Overview

The ASIC Class Order [CO 00/656], enacted in 2000 and amended in 2002, addresses the need for streamlined and legally compliant communication of offers by subsidiaries of listed bodies to securities exchanges. This legislative instrument is issued under the authority of subsection 741(1) of the Corporations Act 2001 and is prepared by the Australian Securities and Investments Commission (ASIC). The primary objective of this class order is to exempt certain entities from specific subsections of the Act, ensuring that announcements made by listed bodies about offers by their subsidiaries comply with legal requirements and the operating rules of financial markets. By focusing on the content and scope of these announcements, the class order aims to maintain transparency and integrity in financial market communications.

Scope and Application

ASIC Class Order [CO 00/656] pertains to the exemption of listed bodies and their officers from certain disclosure obligations under the Corporations Act 2001. Specifically, this Class Order exempts listed bodies and their officers from the requirement to publish announcements to securities exchanges about offers by their subsidiaries, provided that the announcement is limited to the material required by law or the operating rules of the relevant financial market. This exemption applies to statements that relate to offers or intended offers of securities by a subsidiary or proposed subsidiary, and which consist of notices or reports by the listed body or its officers about its affairs to the relevant market operator. The scope of the exemption is outlined in Schedule A, which lists the class of persons, namely listed bodies and their officers, and Schedule B, which details the circumstances under which the exemption applies. The exemption operates under subsection 741(1) of the Corporations Act 2001 and has been amended by subsequent Class Order [CO 02/140]. This Class Order extends to the entire Commonwealth of Australia and applies to all listed bodies and their officers within its jurisdiction.

Key Provisions

The ASIC Class Order [CO 00/656] outlines specific requirements for announcements made to securities exchanges about offers by subsidiaries of a listed body, operating under subsection 741(1) of the Corporations Act 2001. It exempts certain persons from the need to comply with subsection 734(2) of the Act. The primary sections of this Class Order involve the disclosure of information regarding offers or intended offers of securities by a subsidiary of a listed body. These disclosures must be made through a notice or report by the listed body or one of its officers to the relevant market operator (section (a), (b), and (c) of Schedule B). The Class Order imposes obligations on listed bodies and their officers to ensure that any announcement regarding offers or intended offers of securities by a subsidiary is accurate and compliant with legal and market operating rules. These announcements must include all material required by law or by the financial market's operating rules and nothing more. This ensures that the information provided is both comprehensive and legally sufficient, avoiding any unnecessary or misleading details (section (c) of Schedule B). Failure to comply with the requirements of this Class Order can result in significant consequences. While the specific penalties are not detailed in the text, breaches of the Corporations Act 2001 can lead to both civil and criminal penalties. Civil penalties can include fines and other monetary penalties, while criminal penalties can include imprisonment, depending on the severity and intent behind the breach. The maximum penalties can vary, but they are generally substantial, reflecting the importance of compliance with financial market regulations.