ASIC CLASS ORDER [CO 12/722]
EXPLANATORY STATEMENT
Prepared by the Australian Securities and Investments Commission
Corporations Act 2001
The Australian Securities and Investments Commission (ASIC) makes ASIC Class Order [CO 12/722] under the Corporations Act 2001 (the Act).
This class order is an amending class order which amends 3 principal class orders:
(a) ASIC Class Order [CO 00/2449];
(b) ASIC Class Order [CO 00/2451]; and
(c) ASIC Class Order [CO 01/1519].
These principal class orders were made under the following provisions of the Act:
- Subsection 205G(6) (which provides that ASIC may relieve directors of a specified class of companies from the obligation specified in section 205G to notify a relevant market operator of an interest in a security or contract);
- Subsection 341(1) (which provides that ASIC may make an order in respect of a specified class of companies, schemes or disclosing entities that relieves the entities from the requirements of Chapter 2M (financial reporting));
- Subsection 352(1) (which provides that ASIC may agree or approve electronic lodgement of documents with ASIC);
- Subsection 655A(1), 669(1) and 673(1) (which respectively provide that ASIC may exempt a class of persons from a provision of Chapters 6 (takeovers), 6A (compulsory acquisitions and buy-outs) and 6C (information about ownership of companies and schemes)).
This amending class order is made under the same provisions.
1. Background
Class Order [CO 00/2449]
This principal class order provides relief to bodies listed on the financial market operated by ASX Limited (ASX) from various obligations under Chapters 2M, 6, 6A and 6C of the Act to the extent those obligations may require a document to be given to ASX in paper form. The relief applies where the bodies give the relevant document in electronic form in accordance with ASX’s electronic lodgment facility known as ASX Online.
Class Order [CO 00/2451]
This principal class order approves the electronic lodgment with ASX, as agent of ASIC, of financial reports and directors’ reports of bodies listed on the financial market operated by ASX. The relief applies where the bodies give the relevant document in electronic form in accordance with ASX’s electronic lodgment facility known as ASX Online.
Class Order [CO 01/1519]
This principal class order gives relief to directors of companies listed on the financial market operated by ASX from the obligation under s205G of the Act to notify ASX of certain notifiable interests of the director, provided that:
- all of the information which would have been required to be notified to ASX under that section is notified in accordance with the listing rule 3.19A of the ASX Listing Rules; and
- if the notice is given to ASX electronically—it is given in accordance with ASX’s electronic lodgment facility known as ASX Online.
2. Purpose of the class order
The purpose of the amending class order is to ensure that persons who rely on the principal class orders can continue to rely on them following the upgrade in June 2012 of ASX’s electronic lodgment facility known as ASX Online.
3. Operation of the class order
The amending class order amends the principal class orders by:
(a) making consequential changes to reflect the upgrade in June 2012 of ASX’s electronic lodgment facility known as ASX Online;
(b) making other minor and miscellaneous changes to update names and titles.
The technical details of the procedure, terms and conditions for lodging documents in accordance with ASX’s electronic lodgment facility have been removed from the principal class orders. These technical details are not considered to be necessary or desirable to be included in the class orders.
4. Incorporation of matters by reference
The amending class order makes provision for a matter by applying, adopting or incorporating matter in ASX Guidance Note 20 – “ASX Online”. The Guidance Note explains the ASX Online facility. The Guidance Note is considered to be incorporated by reference because it is necessary to refer to the document to understand the law made by the class order. The class order incorporates the Guidance Note as published on 12 June 2012. The Guidance Note is published on the ASX website.
The amending class order also makes provision for a matter by applying, adopting or incorporating matter in ASIC Regulatory Guide 28: Relief from dual lodgment of financial reports. This Guide sets out the arrangements between ASX and ASIC so as to facilitate the dual lodgment relief. This Guide is published on the ASIC website.
5. Statement of Compatibility with Human Rights
This statement is prepared in accordance with Part 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.
This class order is compatible with the human rights and freedoms recognised or declared in the international instruments listed in section 3 of the Human Rights (Parliamentary Scrutiny) Act 2011 because it does not engage any of the applicable rights or freedoms.
6. Consultation
ASIC consulted with ASX before making this class order. Consultation with other stakeholders was not undertaken because the class order is minor or machinery in nature and does not substantially alter existing arrangements.