Commonwealth Consolidated Regulations

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CORPORATIONS REGULATIONS 2001 - REG 6D.3A.05

Contents of CSF offer document--Section 3: Information about the offer

             (1)  The following information must be contained in section 3 of the offer document:

                     (a)  a description, or a summary, of the securities on offer, including information on the rights associated with those securities;

                     (b)  the minimum subscription amount for the offer (see subsection 738L(8) of the Act);

                     (c)  the maximum subscription amount for the offer (see subsection 738L(7) of the Act);

                     (d)  the period that the offering company expects the offer to remain open;

                     (e)  a description of how the offering company intends to use the proceeds from the offer (including a description of how the company intends to use any proceeds of the offer in excess of the minimum subscription amount for the offer).

          (1A)  If a summary of the information mentioned in paragraph (1)(a) is contained in section 3 of the offer document, then:

                     (a)  the information in full must be contained in another section of, or in an appendix to, the offer document; and

                     (b)  section 3 of the offer document must include a cross reference to the location of that information.

             (2)  If any of the proceeds of the offer will be paid, directly or indirectly, to any of the following persons, section 3 of the offer document must also contain a description of the payment:

                     (a)  a person referred to in paragraph 6D.3A.04(1)(d);

                     (b)  the CSF intermediary that will publish the offer, or any other person that is a related party (within the meaning of subsection 738G(3) of the Act) of that CSF intermediary;

                     (c)  a person promoting or marketing the offer;

                     (d)  a person that holds securities entitling the person to exercise more than 20% of the rights to vote at a general meeting of the offering company;

                     (e)  a person that controls the offering company;

                      (f)  any other person that is a related party (within the meaning of subsection 738G(3) of the Act) of the offering company.

             (3)  Without limiting subregulation (2), proceeds of the offer will be paid indirectly to a person if those proceeds will be paid for the benefit of the person by an intermediary entity such as a nominee, trust or partnership.

             (4)  Section 3 of the offer document must also contain a description of each previous CSF offer (if any) of securities by the following entities:

                     (a)  the offering company;

                     (b)  for each person referred to in paragraph 6D.3A.04(1)(d) for the offering company--any other company that had, at the time of a previous CSF offer by that other company, the person as a director or senior manager;

                     (c)  for each person that controls the offering company--any other company that the person controlled at the time of a previous CSF offer by that other company;

                     (d)  any other company that is a related party (within the meaning of subsection 738G(3) of the Act) of the offering company.

             (5)  The description of a previous CSF offer referred to in subregulation (4) must include a description of the outcome of the offer.



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