ASIC Class Order [CO 05/642]

ASIC Class Order [CO 05/642]

Combining financial reports of stapled security issuers

This instrument has effect under s341(1) of the Corporations Act 2001.

This compilation was prepared on 29 July 2010 taking into account amendments up to [CO 10/655]. See the table at the end of this class order.

Prepared by the Australian Securities and Investments Commission.

Australian Securities and Investments Commission
Corporations Act 2001 — Subsection 341(1) — Order

Enabling provision

1. The Australian Securities and Investments Commission (ASIC) makes this order under subsection 341(1) of the Corporations Act 2001 (the Act).

Title

2. This order is ASIC Class Order [CO 05/642].

Commencement

3. This order commences on the date it is registered under the Legislative Instruments Act 2003.

Note:  An instrument is registered when it is recorded on the Federal Register of Legislative Instruments (FRLI) in electronic form: see Legislative Instruments Act 2003, s 4 (definition of register).  The FRLI may be accessed at http://www.frli.gov.au/.

Financial reporting relief where securities are stapled

4. A company (the reporting group member), registered scheme (the reporting group member) or disclosing entity (the reporting group member) which is a stapled issuer does not have to comply with subsection 292(1), section 302 and subsection 314(1) of the Act in relation to a financial report (the relevant report) and a concise report (the relevant report) for a financial year (the relevant period) or half-year (the relevant period) to the extent that:

(a) sections 295, 303 or subsection 314(2) of the Act prevent the inclusion in the relevant report of the single entity or consolidated financial statements and directors’ declaration of other entities (the other reporting group members) that are stapled issuers in the same stapled group as the reporting group member; and

(b) section 297 or 305 of the Act requires the reporting group member or one of the other reporting group members to present consolidated financial statements covering all entities in the stapled group in the relevant report.

Where relief is available

5. This relief is available only where all of the following apply:

(a) the other reporting group members but no other entities were stapled issuers in the same stapled group as the reporting group member at the end of the relevant period and at all times from the end of that period to the date on which the directors’ report required by subsection 298(1) or 306(1) is signed by the directors of the reporting group member;

(b) all of the other reporting group members are required to prepare financial reports for the relevant period in accordance with Chapter 2M of the Act;

(c) all of the other reporting group members rely on this order for the relevant period;

(d) one of the following applies:

(i) such financial statements of the reporting group member and all other reporting group members (including any single entity financial statements presented where ASIC Class Order
[CO 10/654] is applied) are presented in adjacent columns in the relevant report;

(ii) financial statements are presented as follows in separate sections of the relevant report:

(A) in the first section—the consolidated financial statements that cover all entities in the stapled group and, where ASIC Class Order [CO 10/654] is applied, the single entity financial statements of the reporting group member that controls all of the entities in the stapled group; and

(B) in the second section in adjacent columns—all other consolidated financial statements of the reporting group member and all other reporting group members and any single entity financial statements (including those presented where ASIC Class Order [CO 10/654] is applied); or

(iii) in the case of a financial report for a half-year or a concise report—one of the sets of financial statements permitted under subparagraphs (i) or (ii) (excluding any single entity financial statement that is not required under the Act and the accounting standard applicable to the report) is presented in adjacent columns in the relevant report where, if the set includes consolidated financial statements covering all of the entities in the stapled group, those financial statements are presented first;

(e) the relevant report contains a summary of the effect of this order.

Interpretation

7. In this order:

control has the same meaning as in accounting standard AASB 127 Consolidated and Separate Financial Statements.  

stapled group means the group of entities consisting of:

(a)  a stapled issuer and each other stapled issuer a security of which under the terms on which it is traded on a prescribed financial market must be transferred with a security of the first-mentioned stapled issuer; and

(b) all other entities controlled by the stapled issuers referred to in paragraph (a).

stapled issuer means an entity a security of which under the terms on which it is traded on a prescribed financial market, must be transferred together with a security of one or more other entities.

Notes to ASIC Class Order [CO 05/642]

Note 1

ASIC Class Order [CO 05/642] (in force under s341(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

Table of Amendments

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