Clause 75

by deleting subsection (1) and substituting the following subsections:“(1) Subdivisions (2) and (3) of this Division (other than section 257) shall not apply to an offer of securities, whether or not they have been previously issued, where the offer is made to a relevant person, if —

the offer is not accompanied by an advertisement making an offer or calling attention to the offer or intended offer; and

no selling or promotional expenses are paid or incurred in connection with the offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by —

the holder of a capital markets services licence to deal in securities;

an exempt person in respect of dealing in securities; or

a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in securities, or who is exempted therefrom in respect of such dealing.(1A) Subdivisions (2) and (3) of this Division (other than section 257) shall not apply to an offer of securities to a person who acquires the securities as principal, whether or not the securities have been previously issued, if —

the offer is on terms that the securities may only be acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets;

the offer is not accompanied by an advertisement making an offer or calling attention to the offer or intended offer; and

no selling or promotional expenses are paid or incurred in connection with the offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by —

the holder of a capital markets services licence to deal in securities;

an exempt person in respect of dealing in securities; or

a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in securities, or who is exempted therefrom in respect of such dealing.”;

by deleting subsection (2) and substituting the following subsections:“(2) In this section —“advertisement” means —

a written or printed communication;

a communication by radio, television or other medium of communication; or

a communication by means of a recorded telephone message,that is published in connection with an offer in respect of securities, but does not include —

an information memorandum;

a publication which consists solely of a disclosure, notice or report required under this Act, or any listing rules or other requirements of a securities exchange, futures exchange or recognised securities exchange, which is made by any person; or

a publication which consists solely of a notice or report of a general meeting or proposed general meeting of the person making the offer, the issuer, the underlying entity or any entity, or a presentation of oral or written material on matters so contained in the notice or report at the general meeting;“information memorandum” means a document —

purporting to describe the securities being offered, or the business and affairs of the person making the offer, the issuer or, where applicable, the underlying entity; and

purporting to have been prepared for delivery to and review by relevant persons and persons to whom an offer referred to in subsection (1A) is to be made so as to assist them in making an investment decision in respect of the securities being offered;“relevant person” means —

an accredited investor;

a corporation the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor;

a trustee of a trust the sole purpose of which is to hold investments and each beneficiary of which is an individual who is an accredited investor;

an officer or equivalent person of the person making the offer (such person being an entity) or a spouse, parent, brother, sister, son or daughter of that officer or equivalent person; or

a spouse, parent, brother, sister, son or daughter of the person making the offer (such person being an individual).(2A) In the definition of “information memorandum” in subsection (2), the reference to the affairs of the person making the offer, the issuer or, where applicable, the underlying entity shall —

in the case where the person making the offer, the issuer or the underlying entity is a corporation, be construed as including a reference to the matters referred to in section 2(2); and

in any other case, be construed as referring to such matters as may be prescribed by the Authority.”;

by deleting the words “shares in or debentures of, or units of shares in or debentures of, a corporation” in subsection (3) and substituting the word “securities”;

by deleting the words “paragraph (a) or (b) in the definition of “sophisticated investor” in subsection (2)” in subsection (4) and substituting the words “subsection (1A)(a)”; and

by deleting the section heading and substituting the following section heading:“Offer made to accredited investors and certain other persons”.