Commonwealth Numbered Acts Commonwealth Numbered ActsThe following table summarises what a person who wants to offer securities must do to make an offer of securities that needs disclosure to investors under this Part and gives signposts to relevant sections:
| Offering securities (disclosure documents and procedure) | |||
|---|---|---|---|
| Action required | Sections | Comments and related sections | |
| 1 | Prepare disclosure document, making sure that it: * sets out all the information required * does not contain any misleading or deceptive statements * is dated and that the directors consent to the disclosure document. | 710 711 712 713 714 715 716 | Section 728 prohibits offering securities under a disclosure document that is materially deficient. Section 729 deals with the liability for breaches of this prohibition. Sections 731, 732 and 733 set out defences. |
| 2 | Lodge the disclosure document with ASIC | 718 | Subsection 727(3) prohibits processing applications for non-quoted securities for 7 days after the disclosure document is lodged. |
| 3 | Offer the securities, making sure that the offer and any application form is either included in or accompanies: * the disclosure document; or * a profile statement if ASIC has approved the use of a profile statement for offers of that kind. | 721 | Sections 727 and 728 make it an offence to: * offer securities without a disclosure document * offer securities if the disclosure document is materially deficient. Subsection 729(3) deals with liability on the prospectus if a profile statement is used. The securities hawking provisions (section 736) restrict the way in which the securities can be offered. |
| 4 | If it is found that the disclosure document lodged was deficient or a significant new matter arises, either: * lodge a supplementary or replacement document under section 719; or * return money to applicants under section 724. | 719 724 | Section 728 prohibits making offers after becoming aware of a material deficiency in the disclosure document or a significant new matter. Section 730 requires people liable on the disclosure document to inform the person making the offer about material deficiencies and new matters. |
| 5 | Hold application money received on trust until the securities are issued or transferred or the money returned. | 722 | Investors may have a right to have their money returned if certain events occur (see sections 724, 737 and 738). |
| 6 | Issue or transfer the securities, making sure that: * the investor used an application form distributed with the disclosure document; and * the disclosure document is current and not materially deficient; and * any minimum subscription condition has been satisfied. | 723 | Section 721 says which disclosure document must be distributed with the application form. Section 729 identifies the people who may be liable if: * securities are issued in response to an improper application form; or * the disclosure document is not current or is materially deficient. Sections 731, 732 and 733 provide defences for the contraventions. Section 737 provides remedies for an investor. |