ASIC Class Order [CO 02/0225]

Overview

The Australian Securities and Investments Commission Corporations Act 2001, enacted by the Australian Parliament, aims to provide a comprehensive regulatory framework governing corporations in Australia. This legislation was introduced to address gaps in corporate governance, accountability, and investor protection. One of the legislative instruments under this Act is the Australian Securities and Investments Commission Corporations Act 2001 — Subsections 741(1) and 1020F(1) — Revocation and Exemption. This instrument, signed by Brendan Byrne as a delegate of the Australian Securities and Investments Commission (ASIC) on 22 February 2002, revokes a class order and provides exemptions under specific conditions, facilitating the smooth operation of financial markets while ensuring compliance with the broader regulatory objectives of the Act.

Scope and Application

This legislative instrument pertains to the Corporations Act 2001 and is concerned with the revocation and exemption of certain classes of persons from specific sections of the Act. Under subsection 741(1), ASIC revokes Class Order [00/187], while also exempting a class of persons involved in the renunciation and transfer of Division 3 rights, as described in Schedule A, from certain subsections of the Act. This exemption is conditional on the availability of disclosure documents and applies only when these provisions would otherwise require a Rights Renunciation Form to be included in or accompanied by a disclosure document. Furthermore, under subsection 1020F(1), ASIC exempts another class of persons, described in Schedule D, from certain sections of the Act, specifically those provisions that might otherwise require a Rights Renunciation Form to be included in or accompanied by a Product Disclosure Statement or mandate an issuer to provide such a statement to a transferee of Division 3 rights. This exemption also applies on the conditions set out in Schedule C. The scope of the exemption is limited to the conditions specified and the classes of persons and circumstances outlined in the schedules.

Key Provisions

Under the Australian Securities and Investments Commission Corporations Act 2001, specific provisions are outlined in subsections 741(1) and 1020F(1) to address the revocation of certain class orders and to provide exemptions for specific classes of persons in certain scenarios. Firstly, subsection 741(1) (paragraph 1) revokes Class Order [00/187]. This means that the previously applicable rules and requirements set out in this order are no longer in effect, thereby eliminating the need for compliance with those specific provisions. Secondly, subsection 741(1) (paragraph 2) exempts the class of persons described in Schedule A, in the circumstances outlined in Schedule B, from certain subsections of the Act that would otherwise mandate the inclusion or accompaniment of a Rights Renunciation Form with a disclosure document. This exemption is subject to the conditions specified in Schedule C. Similarly, subsection 1020F(1) (paragraph 3) exempts the class of persons detailed in Schedule D, in the situation described in Schedule E, from sections 1012B, 1016A, and 1021C of the Act, which would otherwise require the inclusion of a Rights Renunciation Form in or with a Product Disclosure Statement, or necessitate an issuer to provide such a statement to a transferee. This exemption also adheres to the conditions stipulated in Schedule C. The Act imposes specific obligations and requirements on the parties or entities governed by these provisions. Firstly, for the exemptions to apply, the persons involved in the renunciation and transfer of Division 3 rights must ensure that a disclosure document or Product Disclosure Statement is available for inspection at the body's registered office. Additionally, these documents must be provided free of charge to any person who requests them while the offer remains open. Furthermore, the body must publicly announce, on each prescribed financial market in which it is listed, that a disclosure document or Product Disclosure Statement for the offers can be reviewed at its registered office or obtained free of charge upon request. These requirements are essential to maintain transparency and compliance with the Act's disclosure obligations. The Act also outlines specific offences, penalties, and consequences for any breaches of these provisions. While the exact penalties are not detailed in the provided text, it is known that breaches of the Corporations Act 2001 can result in both civil and criminal penalties. For corporations, the maximum penalty for a civil penalty provision can be up to $1.8 million, while for individuals, the maximum penalty can be up to $180,000, or imprisonment for up to five years, or both. The specific penalties for each offence would depend on the nature and severity of the breach, as well as any relevant aggravating or mitigating factors. It is important for the parties involved to carefully adhere to the conditions and requirements outlined in the Act to avoid any potential legal repercussions.