Commonwealth Consolidated Acts Commonwealth Consolidated Acts(1) An offer of ESS interests in connection with an employee share scheme complies with this section if the offer is made in, or accompanied by, a document that meets the requirements of subsections (2) and (3).
ESS offer document
(2) A document (an ESS offer document ) meets the requirements of this subsection for an offer of ESS interests in connection with an employee share scheme if the document:
(a) includes the terms of the offer, or a summary of the terms of the offer with a statement that, on request, a copy of the full terms of the offer will be provided to the ESS participant; and
(b) provides general information about the risks of acquiring and holding the ESS interests being offered; and
(c) states that advice given in relation to the offer does not take into account the ESS participant's objectives, financial situation and needs; and
(d) suggests that the ESS participant obtain personal advice in relation to the offer; and
(e) states the period (the application period ) during which the ESS participant may accept the offer; and
(f) for an employee share scheme of a body corporate that is included in the official list of a financial market covered by section 1100K:
(i) states either the acquisition price of the ESS interests or, if the acquisition price will be determined at a future date, how the acquisition price will be determined; and
(ii) explains how the ESS participant may ascertain the market price of the shares or, if beneficial interests, units, options or incentive rights are offered, how the ESS participant may ascertain the market price of the underlying ESS interest; and
(g) if ESS interests may be acquired under the offer using a loan or ESS contribution plan--includes:
(i) the terms of the loan or plan; or
(ii) a summary of the terms of the loan or plan and a statement that, on request, a copy of the terms of the plan or loan will be provided to the ESS participant; and
(h) if ESS interests will be held on trust for ESS participants (other than by a body corporate of the kind mentioned in subparagraph 1100L(1)(b)(iii) (which is about self managed superannuation funds))--includes:
(i) the trust deed; or
(ii) a summary of the trust deed and a statement that, on request, a copy of the full deed will be provided to the ESS participant; and
(i) includes, or directs the participant to, any of the following documents (if they exist) that relate to the same class of ESS interests as those being offered:
(i) a disclosure document prepared under Part 6D.2 in relation to an offer of securities, where that offer was made in the 12 months before the start of the application period;
(ii) a Product Disclosure Statement prepared under Part 7.9 in relation to an offer of financial products for issue or sale, where that offer was made in the 12 months before the start of the application period; and
(j) includes any other information prescribed by the regulations for the purposes of this paragraph.
Additional requirement for unlisted bodies corporate
(3) If the offer is of ESS interests in a body corporate that is not included in the official list of a financial market covered by section 1100K, the ESS offer document must also include the following:
(a) a statement that the ESS interests may not have any value and that the value of the ESS interests will depend on future events that may not occur;
(b) if the ESS interests are:
(i) shares that are not ordinary shares; or
(ii) units in, incentive rights granted in relation to, or options to acquire, shares that are not ordinary shares;
a description of the rights that attach to the shares, and how the shares differ from ordinary shares.
Regulations may provide other ways of complying with this section
(4) An offer also complies with this section if the offer is of a kind prescribed by the regulations for the purposes of this subsection.