Clause 46 — Securities and Futures (Amendment No. 2) Bill

(a)

by deleting the words “close of the offer or invitation, the person making the offer or invitation to the public to subscribe for or purchase shares, debentures, or units of shares or debentures” in the 2nd to 4th lines of subsection (1) and substituting the words “close of the offer of securities, the person making that offer”;

(b)

by deleting the words “or matter” in subsection (1)(a);

(c)

by inserting, immediately after subsection (1), the following subsections:“(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.(1B) Subsections (7) to (16) shall not apply to a supplementary or replacement document which is lodged under subsection (1A).(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.”;

(d)

by deleting the words “or invitation” in subsection (2)(c);

(e)

by inserting, immediately after the words “previous supplementary document” in subsection (2)(d), the words “in relation to the offer”;

(f)

by deleting subsection (5) and substituting the following subsection:“(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.”;

(g)

by deleting paragraphs (a) and (b) of subsection (6) and substituting the following paragraphs:“(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.”;

(h)

by deleting subsection (6A);

(i)

by inserting, immediately after the words “the prospectus” in subsection (6B)(a), the words “in relation to the offer”;

(j)

by inserting, immediately after the words “the profile statement” in subsection (6B)(b), the words “in relation to the offer”;

(k)

by deleting the words “or invitation” in subsection (7);

(l)

by deleting subsection (8) and substituting the following subsection:“(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.”;

(m)

by deleting subsections (10) to (14) and substituting the following subsections:“(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.(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.(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 —

(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.(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.(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.”; and

(n)

by inserting, immediately after subsection (16), the following subsection:“(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.”.