Clause 61

by deleting subsection (1) and substituting the following subsection:“(1) Subsection (2) applies where —

an entity allots or agrees to allot to any person any securities of the entity with a view to all or any of them being subsequently offered for sale to another person; and

such offer (referred to in this section as a subsequent offer) does not qualify for an exemption under Subdivision (4) of this Division (other than section 280).”;

by deleting the words “offer for sale to the public is made shall for all purposes be deemed to be a prospectus issued by the corporation” in the 1st to 3rd lines of subsection (2) and substituting the words “subsequent offer is made shall for all purposes be deemed to be a prospectus issued by the entity, and the entity shall for all purposes be deemed to be the person making the offer,”;

by deleting paragraphs (a) and (b) of subsection (2) and substituting the following paragraphs:“(a)an offer of securities has been made; and

persons accepting the subsequent offer in respect of any securities were subscribers therefor,”;

by deleting the words “by whom the offer is made” in the 12th and 13th lines of subsection (2) and substituting the words “making the subsequent offer”;

by deleting subsections (3), (4) and (5) and substituting the following subsections:“(3) For the purposes of this Act, it shall, unless the contrary is proved, be sufficient evidence that an allotment of, or an agreement to allot, securities was made with a view to the securities being subsequently offered for sale if it is shown —

that an offer of the securities or of any of them for sale was made within 6 months after the allotment or agreement to allot; or

that at the date when the offer was made the whole consideration to be received by the entity in respect of the securities had not been so received.(4) The requirements of this Division as to prospectuses shall have effect as though the persons making the subsequent offer were persons named in the prospectus as directors or equivalent persons of the entity.(5) In addition to complying with the other requirements of this Division, the document making the subsequent offer shall state —

the net amount of the consideration received or to be received by the entity in respect of the securities being offered; and

the place and time at which a copy of the contract under which the securities have been or are to be allotted may be inspected.”;

by deleting subsection (6); and

by deleting the words “shares or debentures” in the section heading and substituting the word “securities”.