Document ID: chunk:federal_register_of_legislation:C2004C01110:clause:4_29:p1
Version: federal_register_of_legislation:C2004C01110
Segment Type: clause
Provision Reference: sch 4 cl 29 (pt 1/2)
Character Range: 104029–106655

29  Disclosure for proposed demutualisation

 (1) If a modification of the constitution of an unlisted company registered under clause 3 is proposed and the modification would have the effect of:
 (a) varying or cancelling the rights of members, or a class of members, to the reserves of the company; or
 (b) varying or cancelling the rights of members, or a class of members, to the assets of the company on a winding up; or
 (c) varying or cancelling the voting rights of members or a class of members; or
 (d) otherwise varying or cancelling rights so that Part 2F.2 (Class rights) applies; or
 (e) allowing 1 of those variations or cancellations of rights;
the following rules apply:
 (f) notice of the meeting of the company's members at which the proposed modification is to be considered must be accompanied by the documents listed in subclause (4);
 (g) notice of the meeting may not be shortened under subsection 249H(2);
 (h) the company must lodge with ASIC the notice and the documents referred to in paragraphs (4)(a) and (c) within 7 days after notice of the meeting is given.

 (2) If:
 (a) an issue of shares by an unlisted company registered under clause 3 would have the effect of varying or cancelling rights so that Part 2F.2 (Class rights) applies; and
 (b) at least 1 of the following is required to approve the share issue, or variation or cancellation of rights:
 (i) a meeting of the company's members;
 (ii) a resolution passed at a meeting of the class of members concerned;
 (iii) written consent of a specified proportion of members in the class concerned;
the following rules apply (in addition to those that apply under Part 2F.2):
 (c) notice of the meeting or consent process must be accompanied by the documents listed in subclause (4);
 (d) the company must lodge with ASIC the notice of the meeting or consent process and the documents referred to in paragraphs (4)(a) and (c) within 7 days after the notice is given;
 (e) notice of the meeting may not be shortened under subsection 249H(2).
Paragraph (c) need not be complied with to the extent that a person has already been given the documents.

 (3) ASIC may exempt a company from this Part under clause 30.

 (4) The documents that must accompany the notice are:
 (a) a disclosure statement that:
 (i) satisfies clause 31; and
 (ii) ASIC has registered under clause 32; and
 (b) in the case of a proposed modification of the constitution of a company—an estimate of the financial benefits (if any) the member will be offered if the proposed modification occurs; and
 (c) a report by an expert that:
 (i) states whether, in the expert's