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Enhanced disclosure security
Practical Law ANZ Glossary w-005-3742 (Approx. 4 pages)
Glossary
Enhanced disclosure security
Securities (except debentures or products issued by managed investment schemes) will be enhanced disclosure (ED) securities if any one of the following applies to the securities:
- The securities are issued by a body corporate or managed investment scheme that is included in the official list of a prescribed financial market.
- A disclosure document has been lodged with ASIC under Chapter 6D of the Corporations Act 2001 (Cth) (CA 2001) in relation to those securities and:
- the securities are issued pursuant to that disclosure document;
- after the issue of securities pursuant to the disclosure document, 100 or more people hold those securities; and
- securities in that class have been held by 100 or more persons at all times since the issue of securities.
- securities in that class have been issued under a foreign offer that is a recognised offer for the purposes of section 1200B of the CA 2001 and the offeror's records indicate that 100 or more people who reside in Australia have held securities in that class (whether or not as a result of the recognised offer) at all times since the issue.
(Sections 111AE and 111AF, CA 2001.)
If any of a body corporate's or managed investment scheme's securities are ED securities, that body will be a disclosing entity for the purposes of the CA 2001 (section 111AC, CA 2001).
Managed investment products
Managed investment products will be ED securities if both of the following apply:
- More than 100 people hold managed investment products in the same class.
- The trustee or responsible entity was required to give a disclosure document for the issue of those interests.
Securities issued under an off-market takeover bid
Securities issued as consideration for offers under an off-market takeover bid will be ED securities if:
- After an issue of securities in that class under the off-market bid, 100 or more persons held securities in that class.
- Securities in that class have been held by 100 or more persons at all times since the issue of securities under the off-market bid.
Securities issued as consideration under a scheme of arrangement
Securities issued as consideration under a scheme of arrangement will be ED securities if:
- Securities in that class have been issued as consideration for the acquisition or cancellation of securities of another body pursuant to a scheme of arrangement.
- 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 scheme of arrangement.
- After an issue of securities in that class pursuant to the scheme of arrangement, 100 or more persons held securities in that class.
- Securities in that class have been held by 100 or more persons at all times since the issue of securities pursuant to the scheme of arrangement.
(Section 111AG(2).)
Debentures
Debentures will be ED securities if one of the following applies:
- Section 283AA of the CA 2001 would require the issuer of the debentures to appoint a trustee.
- The only reason that the issuer is not required to appoint a trustee is because the offer of debentures to which section 283AA of the CA 2001 would otherwise apply is a foreign offer that is a recognised for the purposes of section 1200B of the CA 2001.
Exempt securities
The Corporations Regulations 2001 (Cth) may declare that specified securities are not ED securities (section 111AJ, CA 2001). Currently, securities of either of the following bodies are declared not to be ED securities:
- Securities of a body that, under the ASX listing rules, is an exempt foreign entity.
- Securities that are quoted on Australian Bloodstock Exchange Limited.
(Regulation 1.2A.01, Corporations Regulations 2001 (Cth).)