Section 239

In this Division —

“borrowing entity” means an entity that is or will be under a liability (whether or not such liability is present or future) to repay any money received by it in response to an invitation to subscribe for or purchase debentures of the entity;

“control”, in relation to an entity, means the capacity of a person to determine the outcome of decisions on the financial and operating policies of the entity, having regard to —

“dealing in capital markets products”, in respect of capital markets products that are securities or securities‑based derivatives contracts, means (whether as principal or agent) —

“debenture issuance programme” means any scheme or arrangement by an entity for the issue of debentures or units of debentures where only part of the maximum amount or aggregate number of debentures or units of debentures under the programme is offered initially and a further tranche or tranches may be offered subsequently;

“expert” has the meaning given by section 4(1) of the Companies Act 1967;

“guarantor entity”, in relation to a borrowing entity, means an entity that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by the borrowing entity in response to an invitation to subscribe for or purchase debentures of the borrowing entity;

“immediate family”, in relation to an individual, means the individual’s spouse, son, adopted son, stepson, daughter, adopted daughter, stepdaughter, father, stepfather, mother, stepmother, brother, stepbrother, sister or stepsister;

“issuer” means —

“minimum subscription”, in relation to any securities or securities‑based derivatives contracts offered for subscription, means the amount stated in the prospectus relating to the offer as the minimum amount which must be raised by the issue of the securities or securities‑based derivatives contracts so offered, failing which no securities or securities‑based derivatives contracts will be allotted or issued;

“preliminary document” means a document which has been lodged with the Authority and is issued for the purpose of determining the appropriate issue or sale price of, and the number of, securities or securities‑based derivatives contracts to be issued or sold and which contains the information required to be included in a prospectus under section 243, except for such information as the Authority may prescribe;

“product highlights sheet” means a product highlights sheet referred to in section 240AA(1);

“profile statement” means a profile statement referred to in section 240(4);

“promoter”, in relation to a prospectus issued by or in connection with an entity or a business trust, means a promoter of the entity or business trust (as the case may be) who was a party to the preparation of the prospectus or of any relevant portion thereof, but does not include any person by reason only of the person acting in a professional capacity;

“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document used to make an offer of securities or securities‑based derivatives contracts, and includes any document deemed to be a prospectus under section 257, but does not include —

“recognised securities exchange” means a corporation which has been declared by the Authority, by order in the Gazette, to be a recognised securities exchange for the purposes of this Division;

“related party” means —

“replacement document” means a replacement prospectus or a replacement profile statement referred to in section 241(1), as the case may be;

“statutory meeting” has the meaning given by section 4(1) of the Companies Act 1967;

“supplementary document” means a supplementary prospectus or a supplementary profile statement referred to in section 241(1), as the case may be;

“trust deed” has the same meaning as “deed” in section 2 of the Business Trusts Act 2004;

“trust property” has the meaning given by section 2 of the Business Trusts Act 2004;

“underlying entity”, in relation to an offer of units of shares or debentures, means the entity the shares or debentures of which are the subject of the offer;

“unit”, in relation to a share or debenture, means any right or interest, whether legal or equitable, in the share or debenture, by whatever name called, and includes any option to acquire any such right or interest in the share or debenture.

For the purposes of this Division, a statement is deemed to be included in a prospectus or profile statement if it is contained in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith.

For the purposes of this Division —

Despite subsection (3) —

In subsections (3A) and (5) —

“deposit” has the meaning given by section 4B(4) of the Banking Act 1970;

“prescribed entity” means —

For the purposes of this Division, references to a debenture includes a debenture, or a unit of debenture, issued by a trustee of a trust on behalf of the trust.

The Authority may, by written notice —

Any person who contravenes any condition or restriction imposed under subsection (5) 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 of a day during which the offence continues after conviction.

For the purposes of this Division, a person makes an offer of any securities or securities‑based derivatives contracts if, and only if, as principal —

In subsection (6), “sale” includes any disposal for valuable consideration.

This Division applies only in relation to offers of securities or securities‑based derivatives contracts made on or after 1 July 2002.