On 26/05/2013,
you requested for the version in force on 26/05/2013
incorporating all amendments published on or before 26/05/2013.
The closest version currently available is that of 18/04/2013.
241.
—(1) If, after a prospectus or profile statement is registered but before the close of the offer of securities, the person making that offer becomes aware of —
(a)
a false or misleading statement in the prospectus or profile statement;
(b)
an omission from the prospectus of any information that should have been included in it under section 243, or an omission from the profile statement of any information that should have been included in it under section 246, as the case may be; or
(c)
a new circumstance that —
(i)
has arisen since the prospectus or profile statement was lodged with the Authority; and
(ii)
would have been required by —
(A)
section 243 to be included in the prospectus; or
(B)
section 246 to be included in the profile statement,
if it had arisen before the prospectus or the profile statement, as the case may be, was lodged,
and that is materially adverse from the point of view of an investor, the person may lodge a supplementary or replacement prospectus, or a supplementary or replacement profile statement (referred to in this section as a supplementary or replacement document, as the case may be), with the Authority.
[16/2003; 1/2005]
(1A) If, after a base prospectus or a base profile statement referred to in section 240A is registered but before the expiration of 24 months from the registration of the base prospectus by the Authority, the person making that offer intends to update any information or include any new information in the base prospectus or base profile statement, the person may lodge a supplementary or replacement document with the Authority, provided that no offer to which the base prospectus or base profile statement relates is subsisting at the time of the lodgment.
[1/2005]
(1B) Subsections (7) to (16) shall not apply to a supplementary or replacement document which is lodged under subsection (1A).
[1/2005]
(1C) For the purposes of subsection (1A), an offer shall not be treated as subsisting if —
(a)
a pricing statement in respect of the offer of debentures or units of debentures has not been registered by the Authority under section 240A; or
(b)
a pricing statement in respect of the offer of debentures or units of debentures has been registered by the Authority under section 240A, and —
(i)
the offer has closed with no application to subscribe for or purchase the debentures or units of debentures having been received or accepted; or
(ii)
one or more applications to subscribe for or purchase the debentures or units of debentures have been received or accepted, and —
(A)
in a case where the debentures or units of debentures are or will be listed for quotation on a securities exchange, trading in them has commenced; or
(B)
in any other case, all of those debentures or units of debentures have been issued or sold.
[1/2005]
(2) At the beginning of a supplementary document, there shall be —
(a)
a statement that it is a supplementary prospectus or a supplementary profile statement, as the case may be;
(b)
an identification of the prospectus or profile statement it supplements;
(c)
an identification of any previous supplementary document lodged with the Authority in relation to the offer; and
(d)
a statement that it is to be read together with the prospectus or profile statement it supplements and any previous supplementary document in relation to the offer.
[1/2005]
(3) At the beginning of a replacement document, there shall be —
(a)
a statement that it is a replacement prospectus or a replacement profile statement, as the case may be; and
(b)
an identification of the prospectus or profile statement it replaces.
(4) The supplementary document and the replacement document must be dated with the date on which they are lodged with the Authority.
(5) The person making the offer shall take reasonable steps —
(a)
to inform potential investors of the lodgment of any supplementary or replacement document under subsection (1) or (1A); and
(b)
to make available to them the supplementary document or replacement document.
[1/2005]
(6) For the purposes of the application of this Division to events that occur after the lodgment of the supplementary document —
(a)
where the supplementary document is a supplementary prospectus, the prospectus in relation to the offer shall be taken to be the original prospectus together with the supplementary prospectus and any previous supplementary prospectus in relation to the offer; and
(b)
where the supplementary document is a supplementary profile statement, the profile statement in relation to the offer shall be taken to be the original profile statement together with the supplementary profile statement and any previous supplementary profile statement in relation to the offer.
[16/2003; 1/2005]
(6A) [Deleted by Act 1/2005]
(6B) For the purposes of the application of this Division to events that occur after the lodgment of the replacement document —
(a)
where the replacement document is a replacement prospectus, the prospectus in relation to the offer shall be taken to be the replacement prospectus; and
(b)
where the replacement document is a replacement profile statement, the profile statement in relation to the offer shall be taken to be the replacement profile statement.
[16/2003; 1/2005]
(7) If a supplementary document or replacement document is lodged with the Authority, the offer shall be kept open for at least 14 days after the lodgment of the supplementary document or replacement document.
[1/2005]
(8) Where, prior to the lodgment of the supplementary document or replacement document, applications have been made under the original prospectus or profile statement to subscribe for securities, then —
(a)
where the securities have not been issued to the applicants, the person making the offer —
(i)
shall —
(A)
within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document, as the case may be, and provide the applicants with an option to withdraw their applications; and
(B)
take all reasonable steps to make available within a reasonable period the supplementary document or replacement document, as the case may be, to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document;
(ii)
shall, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document, as the case may be, and provide the applicants with an option to withdraw their applications; or
(iii)
shall —
(A)
treat the applications as withdrawn and cancelled, in which case the applications shall be deemed to have been withdrawn and cancelled; and
(B)
within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys the applicants have paid on account of their applications for the securities; or
(b)
where the securities have been issued to the applicants, the person making the offer —
(i)
shall —
(A)
within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document, as the case may be, and provide the applicants with an option to return, to the person making the offer, those securities which they do not wish to retain title in; and
(B)
take all reasonable steps to make available within a reasonable period the supplementary document or replacement document, as the case may be, to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document;
(ii)
shall, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document, as the case may be, and provide the applicants with an option to return, to the person making the offer, those securities which they do not wish to retain title in; or
(iii)
shall —
(A)
treat the issue of the securities as void, in which case the issue shall be deemed void; and
(B)
within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys paid by them for the securities.
[1/2005]
(9) Subsections (8)(b) and (11) have effect notwithstanding sections 76 and 76A, and Division 3A of Part IV, of the Companies Act (Cap. 50).
[42/2005]
(10) An applicant who wishes to exercise his option under subsection (8)(a)(i) or (ii) to withdraw his application shall, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this, whereupon that person shall, within 7 days from the receipt of such notification, pay to the applicant all moneys paid by the applicant on account of his application for the securities.
[1/2005]
(11) An applicant who wishes to exercise his option under subsection (8)(b)(i) or (ii) to return securities issued to him shall, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this and return all documents, if any, purporting to be evidence of title to those securities to that person, whereupon that person shall, within 7 days from the receipt of such notification and documents, if any, pay to the applicant all moneys paid by the applicant for the securities, and the issue of those securities shall be deemed to be void.
[1/2005]
(12) Where, prior to the lodgment of the supplementary document or replacement document, applications have been made under the original prospectus or profile statement to purchase securities, then —
(a)
where the securities have not been transferred to the applicants, the person making the offer —
(i)
shall —
(A)
within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document, as the case may be, and provide the applicants with an option to withdraw their applications; and
(B)
take all reasonable steps to make available within a reasonable period the supplementary document or replacement document, as the case may be, to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document;
(ii)
shall, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document, as the case may be, and provide the applicants with an option to withdraw their applications; or
(iii)
shall —
(A)
treat the applications as withdrawn and cancelled, in which case the applications shall be deemed to have been withdrawn and cancelled; and
(B)
within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys the applicants have paid on account of their applications for the securities; or
(b)
where the securities have been transferred to the applicants, the person making the offer —
(i)
shall —
(A)
within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document, as the case may be, and provide the applicants with an option to return, to the person making the offer, those securities which they do not wish to retain title in; and
(B)
take all reasonable steps to make available within a reasonable period the supplementary document or replacement document, as the case may be, to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document;
(ii)
shall, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document, as the case may be, and provide the applicants with an option to return, to the person making the offer, those securities which they do not wish to retain title in; or
(iii)
shall treat the sale of the securities as void, in which case the sale shall be deemed void, and shall —
(A)
if documents purporting to evidence title to the securities (referred to in this paragraph as the title documents) have been issued to the applicants —
(AA)
within 7 days from the date of lodgment of the supplementary document or replacement document, inform the applicants to return the title documents to the person making the offer within 14 days from the date of lodgment of the supplementary document or replacement document; and
(AB)
within 7 days from the date of receipt of the title documents or the date of lodgment of the supplementary document or replacement document, whichever is the later, pay to the applicants all moneys paid by them for the securities; or
(B)
if no title documents have been issued to the applicants, within 7 days from the date of the lodgment of the supplementary document or replacement document, pay to the applicants all moneys paid by them for the securities.
[1/2005]
(13) An applicant who wishes to exercise his option under subsection (12)(a)(i) or (ii) to withdraw his application shall, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this, whereupon that person shall, within 7 days of the receipt of such notification, pay to the applicant all moneys paid by him on account of his application for the securities.
[1/2005]
(14) An applicant who wishes to exercise his option under subsection (12)(b)(i) or (ii) to return securities sold to him shall, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this and return all documents, if any, purporting to evidence title to those securities to the person making the offer, whereupon that person shall, within 7 days from the receipt of such notification and documents, if any, pay to the applicant all moneys paid by him for the securities and the sale of the securities shall be deemed to be void.
[1/2005]
(15) Any person who contravenes subsection (8) or (12) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.
(16) Any person who contravenes any other provision of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
(17) For the purposes of subsection (1)(a), the reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.
[1/2005]
[Companies, s. 50A ; Aust. Corporations 2001, s. 719]