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ASIC Class Order [CO 00/0183]

Authoritative Version
CO 00/0183 Orders/ASIC Class Orders as amended, taking into account amendments up to ASIC Class Order [CO 07/300]
Administered by: Treasury
Registered 30 Aug 2012
Start Date 02 Jul 2007
End Date 02 Sep 2015
Date of repeal 02 Sep 2015
Repealed by ASIC Corporations (Repeal) Instrument 2015/363

ASIC Class Order [CO 00/183]

Foreign rights issue

This instrument has effect under s741(1) of the Corporations Act 2001.

This compilation was prepared on 14 January 2008 taking into account amendments up to [CO 07/300]. See the table at the end of this class order.

Prepared by the Australian Securities and Investments Commission.

Australian Securities and Investments Commission
Corporations Act 2001 — Subsection  741(1) Exemption and Declaration

Pursuant to subsection 741(1) of the Corporations Act 2001 (the  “Act”), the Australian Securities and Investments Commission (“ASIC”) exempts the class of persons specified in Schedule A in the case specified in Schedule B from all of the provisions of Divisions 3, 4 and 5 of Part 6D.2 of the Act (other than section 718) and from paragraphs  728(1)(b) and  (c),  728(3)(b),  730(1)(b) and  (c) and sections  734 and  735 of the Act.

And further pursuant to subsection 741(1) of the Act ASIC declares that Chapter 6D of the Act applies in relation to each person in the class of persons specified in Schedule A in the case specified in Schedule B as if section  718 were modified or varied by omitting that section and substituting the following:

       “The issuer must lodge the following documents with ASIC not later than 7 days after the making of the offer for issue of shares:

(i)    a copy of the notice or disclosure document issued in relation to the shares (which copy may leave blank offeree particulars including entitlement particulars); and

(ii)   a statement disclosing the number and percentage of persons to whom offers are being made whose addresses are places within this jurisdiction.”

SCHEDULE A

A foreign company securities of which have been quoted on an approved foreign market throughout the 36 month period preceding the offer (an “issuer”) and an associate of the issuer.

SCHEDULE B

An offer for issue of shares in the issuer:

(a)   which is made pro rata to each holder of shares of the same class as those the subject of the offer (whether on a  renounceable or non-renounceable basis);

(b)   in respect of which the terms and conditions of each offer made to an offeree whose address, as shown in the register of members, is a place within this jurisdiction (an “Australian shareholder”) are not less favourable than those extended to other offerees;

(c)   in respect of which the aggregate offer price of the shares offered to Australian shareholders is not more than 10% of  the aggregate offer price of all of the shares offered to offerees;

(d)  being an offer of shares in the same class as shares which at the time of the offer are quoted on an approved foreign market and trading in which is not suspended;

(e)   in respect of which each Australian shareholder is given the same access as other offerees to written information (or where applicable an English translation of such information) pertaining to the offer; and

(f)   which complies with all legislative requirements in the place of the location of the approved foreign market and the operating rules of that market, or if more than one, the principal approved foreign market, on which the issuer's securities are quoted.

Interpretation

For the purposes of this instrument:

An offer for issue of shares made by an issuer to its shareholders shall be regarded as pro rata notwithstanding that:

(a)   fractional entitlements are rounded up or down;

(b)   a shareholder whose pro rata entitlement is less than a marketable parcel is offered a marketable parcel of the minimum  possible size; or

(c)   an offer is not made to a shareholder (not being an Australian shareholder) whose address as shown in the register of  members is a place outside the jurisdiction of location of the approved foreign market, or if more than one, the principal approved foreign market, on which the issuer's securities are quoted.

Securities shall be taken to be quoted on an approved foreign market if and only if quoted on one of the following financial markets:

(a)   American Stock Exchange;

(b)   Borsa Italiana;

(c)   Bursa Malaysia Main Board and Bursa Malaysia Second Board;

(d)   Euronext Amsterdam;

(e)   Euronext Paris;

(f)   Frankfurt Stock Exchange;

(g)   Hong Kong Stock Exchange;

(h)   JSE;

(i)    London Stock Exchange;

(j)    NASDAQ Stock Market;

(k)   New York Stock Exchange;

(l)    New Zealand Exchange;

(m)  Singapore Exchange;

(n)   SWX Swiss Exchange;

(o)   Tokyo Stock Exchange;

(p)    Toronto Stock Exchange.

For the avoidance of doubt, securities shall not be taken not to be quoted on an approved foreign market at a particular time only because that market was known by another name at that time.

Securities shall be taken to have been quoted on an approved foreign market throughout the 36 month period preceding an offer if and only if:

(a)   the securities were first quoted on that market (irrespective of whether it was then known by another name) not less than 36 months prior to that offer; and

(b)   during that 36 month period those securities have been suspended from trading on that market for an aggregate period of not more than 5 trading days.

Shares shall not be taken to be in different classes merely because of a temporary difference in the dividend or distribution rights attaching to the shares.

Note: In this instrument, “this jurisdiction” means Australia: Act, ss 5 and 9 (definition of “this jurisdiction”).

Notes to ASIC Class Order [CO 00/183]

Note 1

ASIC Class Order [CO 00/183] (in force under s741(1) of the Corporations Act 2001) as shown in this compilation comprises that Class Order amended as indicated in the tables below.

Table of Instruments

Instrument number

Date of making or FRLI registration

Date of commencement

Application, saving or transitional provisions

[CO 00/183]

13/2/2000 (see F2006B01458)

13/2/2000

 

[CO 02/252]

2/3/2002 (see F2006B01460)

11/3/2002

-

[CO 03/263]

11/4/2003 (see F2006B01461)

11/4/2003

-

[CO 05/770]

7/10/2005 (see F2005L03044)

7/10/2005

-

[CO 07/300]

2/7/2007 (see F2007L02064)

2/7/2007

-

Table of Amendments

ad. = added or inserted     am. = amended     rep. = repealed     rs. = repealed and substituted

Provision affected

How affected

Class Order.................

am. [CO 02/252] and [CO 03/263]

Para (ii).......................

am. [CO 02/252]

Sch A..........................

am. [CO 02/252]

Interpretation...............

rs. [CO 02/252]

 

am. [CO 05/770] and [CO 07/300]