The Securities Regulations 2009 come into effect on 1 October
2009. In addition to introducing regulation for simplified
disclosure prospectuses (allowing a simpler disclosure document for
listed issuers), there are a number of other important changes that
will affect all issuers.
From 1 October the 2009 regulations will replace the 1983
regulations (although issuers can elect to comply with the old
regulations, on a transition basis, until 30 June 2010).
Issuers updating offer documents under the new regulations,
should thoroughly check any investment statement and prospectus
against the amended schedules in the 2009 regulations as there are
a number of detailed changes to the content.
Some changes made in the schedules are to require consistent
disclosures for different types of securities; and some are to
further prescribe financial information required.
In the meantime, some points of interest:
Regulation 17 Certificates are no more. They will become
Regulation 30 Certificates, a template for which is on page three
of this Update.
Of note, directors must now certify consistency of an advertisement
with the investment statement (or prospectus or disclosure document
as applicable) with directors able to authorise an agent to sign
these certificates for them.
Restrictions on referring in advertisements to the amount of
assets of issuers are extended to life insurance companies,
participatory securities, superannuation schemes and unit trusts.
This will require advertising that refers to total assets to state
total liabilities with equal prominence. However, such information
can now be taken from interim financial statements (and not only
audited accounts). The interim statements must be contained in the
prospectus or attached to an extension certificate which has been
Current restrictions on referring to a security as being
'secured' are extended to all securities. Issuers using the
word 'secured' in advertising must also refer to the nature
and point in ranking of any security.
Current provisions requiring statements about rates of interest
to include references to minimum subscriptions or minimum
investment periods have been extended to any reference to amounts
of return (and not simply to interest).
Advertisements and registered prospectuses will not be able to
state or imply that securities are safe or free from risk, or that
either the Securities Commission or Registrar of Companies has
approved them or the offer of securities.
We are happy to discuss with you the implications of these
changes to you and your business.
DLA Phillips Fox is one of the largest legal firms in
Australasia and a member of DLA Piper Group, an alliance of
independent legal practices. It is a separate and distinct legal
entity. For more information visit
This publication is intended as a first point of reference and
should not be relied on as a substitute for professional advice.
Specialist legal advice should always be sought in relation to any
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