Federal Register of Legislation - Australian Government

Primary content

ASIC Class Order [CO 09/459]

Authoritative Version
CO 09/459 Orders/ASIC Class Orders as amended, taking into account amendments up to ASIC Class Order [CO 13/527]
Administered by: Treasury
Registered 27 Jun 2013
Start Date 21 Jun 2013
End Date 15 Dec 2015
Date of repeal 15 Dec 2015
Repealed by ASIC Corporations (Amendment and Repeal) Instrument 2015/1079

ASIC Class Order [CO 09/459]

Takeovers relief for accelerated rights issues

This instrument has effect under s655A(1) of the Corporations Act 2001.

This compilation was prepared on 21 June 2013 taking into account amendments up to [CO 13/527]. 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 655A(1) — Declaration

Enabling legislation

1.    The Australian Securities and Investments Commission makes this instrument under subsection 655A(1) of the Corporations Act 2001 (the Act).

Title

2.    This instrument is ASIC Class Order [CO 09/459].

Commencement

3.    This instrument commences on the date it is registered under the Legislative Instruments Act 2003.

Note:           An instrument is registered when it is recorded on the Federal Register of Legislative Instruments (FRLI) in electronic form: see Legislative Instruments Act 2003, s4 (definition of register). The FRLI may be accessed at http://www.frli.gov.au/.

Declaration

4.    Chapter 6 of the Act applies to all persons as if Part 6.2 of the Act were modified or varied as follows:

(a)   in the table in section 611, after item 10, insert:

       “Non-traditional rights issues

10A     An acquisition that results from an issue of securities that satisfies all of the following conditions:

(a)    a company offers to issue securities in a particular class;

(b)    offers are made to every person who holds securities in that class to issue them with the percentage of the securities to be issued that is the same as the percentage of the securities in that class that they hold before the issue;

(c)     all of those persons have a reasonable opportunity to accept the offers made to them;

(d)    agreements to issue are not entered into until a specified time for acceptances of offers has closed;

(e)     the terms of all the offers are the same.

This extends to an acquisition by a person as underwriter to the issue or sub-underwriter.

For the purposes of determining whether offers of a company’s securities satisfy the conditions in paragraphs (d) and (e), disregard the following matters:

(a)    some or all persons who are offered securities as an exempt investor may:

(i)      receive the offers before other persons to whom offers are made; or

(ii)     be given a period of time to accept the offers which is less than the period of time given to other persons to whom offers are made;

(b)    the securities may be issued to a person as an exempt investor before securities are issued to other persons under the offers, provided that any such issue to an exempt investor occurs no earlier than 2 months before the issue of securities to other persons who are not exempt investors;

(c)     under the terms of the offers:

(i)      offerees who are not exempt investors are able to trade rights on a prescribed financial market until a specified time for acceptances of offers has closed ; and

(ii)     offerees who are exempt investors are not able to trade rights.

For the purposes of this item:

exempt investor means a person:

(a)    offered securities in circumstances that do not need disclosure under Part 6D.2 because of subsections 708(8) to (12); or

(b)    offered securities as a wholesale client (as defined in section 761G).

rights means rights to be issued securities under the offers.

See section 615.”.”.        

 (b)  in section 615 omit “item 10”, substitute “item 10 or 10A”.

 

Notes to ASIC Class Order [CO 09/459]

Note 1

ASIC Class Order [CO 09/459] (in force under s655A(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 FRLI registration

Date of commencement

Application, saving or transitional provisions

[CO 09/459]

18/6/2009 (see F2009L02441)

18/6/2009

 

[CO 13/527]

21/6/2013  (see F2013L01092)

21/6/2013

-

Table of Amendments

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

Provision affected

How affected

Para 4(a)......................

rs. [CO 13/527]