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CORPORATIONS ACT 2001 No. 50, 2001 - SECT 719

Lodging supplementary or replacement document

Need for a supplementary or replacement document

(1) If the person making the offer becomes aware of:

(a)
a misleading or deceptive statement in the disclosure document; or

(b)
an omission from the disclosure document of information required by section 710, 711, 712, 713, 714 or 715; or

(c)
a new circumstance that:

(i)
has arisen since the disclosure document was lodged; and
(ii)
would have been required by section 710, 711, 712, 713, 714 or 715 to be included in the disclosure document if it had arisen before the disclosure document was lodged;
that is materially adverse from the point of view of an investor, the person may lodge a supplementary or replacement document with ASIC.

Note 1: Section 728 makes it an offence to continue making offers after the person has become aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor unless the deficiency is corrected.

Note 2: Because of section 712, a prospectus may be taken to include information in another document. This should be taken into account when considering whether the prospectus is deficient.

Note 3: The power to issue a supplementary or replacement document is not limited to the situations dealt with in this section.

Note 4: This section applies to a document that has already been previously supplemented or replaced.

Note 5: See section 720 for the consents that need to be obtained before lodgment.

Form of supplementary document

(2) At the beginning of a supplementary document, there must be:

(a)
a statement that it is a supplementary document; and

(b)
an identification of the disclosure document it supplements; and

(c)
an identification of any previous supplementary documents lodged with ASIC in relation to the offer; and

(d)
a statement that it is to be read together with the disclosure document it supplements and any previous supplementary documents.

The supplementary document must be dated. The date is the date on which it is lodged with ASIC.

Form of replacement document

(3) At the beginning of a replacement document, there must be:

(a)
a statement that it is a replacement document; and

(b)
an identification of the disclosure document it replaces.

The replacement document must be dated. The date is the date on which it is lodged with ASIC.

Consequences of lodging a supplementary document

(4) If a supplementary document is lodged with ASIC, the disclosure document is taken to be the disclosure document together with the supplementary document for the purposes of the application of this Chapter to events that occur after the lodgment.

Note: This subsection means, for example, that offers made after lodgment of the supplementary document must be accompanied by copies of both the original disclosure document and the supplementary document.

Consequences of lodging a replacement document

(5) If a replacement document is lodged with ASIC, the disclosure document is taken to be the replacement document for the purposes of the application of this Chapter to events that occur after the lodgment.

Note: This subsection means, for example, that offers made after lodgment of the replacement document must be accompanied by copies of the replacement document and not the original disclosure document.


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