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CORPORATIONS ACT 2001 - SECT 1100E

Simplified outline of this Division

This Division provides for regulatory relief for offers of interests ( ESS interests ) under an employee share scheme of:

       (a)     a body corporate; or

      (b)     a registered scheme that meets certain listing requirements.

Offers may be made to:

       (a)     directors and employees of the body corporate or the responsible entity of the registered scheme; and

      (b)     directors and employees of an associated entity of the body corporate or the responsible entity of the registered scheme; and

       (c)     persons that provide services to the body corporate or responsible entity of the registered scheme.

Offers may also be made to certain related persons of directors, employees and service providers.

The regulatory relief consists of exemptions from the following requirements of this Act:

       (a)     the disclosure requirements for the issue, sale and transfer of securities (Parts 6D.2 and 6D.3) and financial products (Part 7.9);

      (b)     the restrictions on advertising of offers for the issue, sale and transfer of securities (section 734) or financial products (section 1018A);

       (c)     the requirement to make a target market determination for a financial product and distribute financial products in accordance with a target market determination (Part 7.8A);

      (d)     the requirement to hold an Australian financial services licence for a financial service provided in relation to the employee share scheme (section 911A);

       (e)     the prohibition on the hawking of financial products (section 992A).

An offer of ESS interests for no consideration is eligible to be made under this Division.

An offer of ESS interests for monetary consideration is eligible to be made under this Division if:

       (a)     the proportion of shares covered by ESS interests that are offered complies with an issue cap; and

      (b)     the terms of the offer include certain terms; and

       (c)     streamlined disclosure requirements are met.

An offer of ESS interests by an unlisted body corporate must also generally comply with a monetary cap.

Regulatory relief is revoked if:

       (a)     an offer ceases to meet these requirements; or

      (b)     the body corporate or responsible entity of the scheme does not comply with a term of the offer dealing with disclosure.

An offer of ESS interests is also eligible to be made under this Division if it could otherwise have been made under section 708, 708AA, 1012D, 1012DAA or 1012DA.

There are offences for making material misleading statements in, or material omissions from, required disclosure documents and information.



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