Corporations Act - Australia

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any securities of a body (except interests in a managed investment scheme) are ED securities, the body is a disclosing entity for the purposes of this Act.

      (2) If any interests in a managed investment scheme are ED securities, the undertaking to which the interests relate is a disclosing entity for the purposes of this Act.

      111AD ED securities

      (1) Securities of a body are ED securities (short for “enhanced disclosure securities”) for the purposes of this Act if, and only if:

      (a) they are ED securities under section 111AE, 111AF, 111AFA, 111AG or 111AI; and

      (b) they are not declared under section 111AJ not to be ED securities.

      (2) For the purposes of sections 111AE, 111AF, 111AG and 111AI, a class of shares or debentures is taken to include units of shares or debentures in that class.

      111AE Securities of body or undertaking that is included in a licensed market’s official list

      (1) If:

      (a) a body corporate is, with its agreement, consent or acquiescence, included in the official list of a prescribed financial market; and

      (b) the market’s listing rules (according to their terms) apply to the body in relation to a class (which may be some or all) of securities issued by the body;

      securities issued by the body in that class are ED securities, and that market is a listing market in relation to that body.

      (1A) If:

      (a) an undertaking to which interests in a registered scheme relates is, with the agreement, consent or acquiescence of the responsible entity, included in the official list of a prescribed financial market; and

      (b) the market’s listing rules (according to their terms) apply to the undertaking in relation to a class (which may be some or all) of managed investment products that relate to the scheme;

      managed investment products in that class that relate to the scheme are ED securities, and that market is a listing market in relation to the undertaking.

      (2) Subsections (1) and (1A) do not apply to securities of a body if:

      (a) the body is a public authority of the Commonwealth or an instrumentality or agency of the Crown in right of the Commonwealth; and

      (b) the only securities issued by the body that would otherwise be ED securities because of subsection (1) or (1A) are debentures; and

      (c) both the repayment of principal, and the payment of interest, in respect of those debentures is guaranteed by the Commonwealth.

      (3) Subsections (1) and (1A) do not apply to securities of a body that is:

      (a) a public authority of a State or Territory; or

      (b) an instrumentality or agency of the Crown in right of a State or Territory.

      111AF Securities (except debentures and managed investment products) held by 100 or more persons

      (1) Securities (except debentures or managed investment products) in a class of securities of a body are ED securities if:

      (a) a disclosure document in relation to securities in that class has been lodged with ASIC under Chapter 6D; and

      (b) securities in that class have been issued pursuant to the disclosure document; and

      (c) after an issue of securities in that class pursuant to the disclosure document, 100 or more persons held securities in that class; and

      (d) securities in that class have been held by 100 or more persons at all times since the issue of securities referred to in paragraph (c).

      (2) Securities (except debentures and managed investment products) in a class of securities of a body are ED securities if securities in that class have been issued under a recognised offer and the offeror’s records indicate that 100 or more people who reside in this jurisdiction have held securities in that class (whether or not as a result of the recognised offer) at all times since the issue.

      111AFA Managed investment products held by 100 or more persons

      (1) Managed investment products in a class of managed investment products issued by a body are ED securities if 100 or more people hold managed investment products in that class as a result of offers that gave rise to obligations to give Product Disclosure Statements (whether or not all in the same terms) under Chapter 7.

      (2) Interests in a class of interests in a managed investment scheme issued by a body are ED securities if interests in that class have been issued under a recognised offer and the offeror’s records indicate that 100 or more people who reside in this jurisdiction have held interests in that class (whether or not as a result of the recognised offer) at all times since the issue.

      111AG Securities issued as consideration for an acquisition under an off‑market takeover bid or Part 5.1 compromise or arrangement

      (1) Securities (except debentures) in a class of securities of a body are ED securities if:

      (a) securities in that class have been issued by the body as consideration for offers under an off‑market bid; and

      (b) after an issue of securities in that class under the off‑market bid, 100 or more persons held securities in that class; and

      (c) securities in that class have been held by 100 or more persons at all times since the issue of securities referred to in paragraph (b).

      (2) Securities in a class of securities of a body are ED securities if:

      (a) securities in that class have been issued as consideration for the acquisition or cancellation of securities of another body pursuant to a compromise or arrangement under Part 5.1; and

      (b) securities in that class, or those or any other securities of the other body, were ED securities immediately before securities in that class were first issued pursuant to the compromise or arrangement; and

      (c) after an issue of securities in that class pursuant to the compromise or arrangement, 100 or more persons held securities in that class; and

      (d) securities in that class have been held by 100 or more persons at all times since the issue of securities referred to in paragraph (c).

      111AH When a person holds securities for the purposes of sections 111AF, 111AFA and 111AG

      (1) For the purposes of sections 111AF, 111AFA and 111AG, a person holds securities if, and only if:

      (a) the person is registered as the holder of the securities in a register under section 169, 170, 171 or 601CZB; or

      (b) the person is entitled to be so registered.

      (2) For the purposes of sections 111AF, 111AFA and 111AG, joint holders of securities count as one person.

      111AI Debentures

      Debentures of a borrower are ED securities if:

      (a) section 283AA requires the borrower to appoint a trustee; or

      (b) section 283AA does not apply to the borrower only because the offer of the debentures to which section 283AA would otherwise have applied is a recognised offer.

      111AJ Regulations may declare securities not to be ED securities

      (1) The regulations may declare specified securities of bodies not to be ED securities.

      (2) Regulations in force for the purposes of subsection (1)

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