document Applications must be made on form included in, or accompanied by,
disclosure document
(1) If an offer of securities needs a
disclosure document, the securities may only be issued or transferred in
response to an application form. The securities may only be issued or
transferred if the person issuing or transferring them has reasonable grounds
to believe that:
- (a)
- the form was included in, or accompanied by:
- (i)
- the disclosure document; or
- (ii)
- if subsection 721(2) allows a profile statement to be usedthe
prospectus or the profile statement;
when the form was distributed by the person issuing or transferring the
securities; or
- (b)
- the form was copied, or directly derived, by the person making the
application from a form referred to in paragraph (a).
Minimum subscription condition must be fulfilled before issue or transfer
(2)
If a disclosure document for an offer of securities states that the securities
will not be issued or transferred unless:
- (a)
- applications for a minimum
number of the securities are received; or
- (b)
- a minimum amount is raised;
the person making the offer must not issue or transfer any of the securities
until that condition is satisfied. For the purpose of working out whether the
condition has been satisfied, a person who has agreed to take securities as
underwriter is taken to have applied for those securities.
- Note 1: Under section 722, the application money must be held in trust
until the issue or transfer of the securities.
Note 2: This subsection prevents the issue or transfer of the securities not
only to those who apply for them in response to the disclosure document but
also to those who do not need to apply for them (for example, because they are
to take the securities under an underwriting agreement).
Issue or transfer void if quotation condition not fulfilled
(3) If a
disclosure document for an offer of securities states or implies that the
securities are to be quoted on a stock market of a securities exchange
(whether in Australia or elsewhere) and:
- (a)
- an application for the
admission of the securities to quotation is not made within 7 days after the
date of the disclosure document; or
- (b)
- the securities are not admitted to quotation within 3 months after the
date of the disclosure document;
then:
- (c)
- an issue or transfer of securities in response to an application made
under the disclosure document is void; and
- (d)
- the person offering the securities must return the money received by the
person from the applicants as soon as practicable.