Document ID: chunk:federal_register_of_legislation:C2025C00185:section:708:p2
Version: federal_register_of_legislation:C2025C00185
Segment Type: section
Provision Reference: s 708 (pt 2/5)
Character Range: 2722459–2725060

the body's securities, and the amount raised from issues and sales, for the purposes of subsection (1), disregard issues and sales that result from offers that:
 (a) do not need a disclosure document because of any other subsection of this section; or
 (b) are not received in Australia; or
 (c) are made under a disclosure document.
Note 1: Also see provisions on restrictions on advertising (section 734) and securities hawking provisions (Part 6D.3).
Note 2: Issues and sales that result from offers that are eligible to be made under Division 1A of Part 7.12 (Employee share schemes) are also disregarded for the purposes of subsection (1): see subsection 1100ZC(4).
 (7) In working out the amount of money raised by the body by issuing securities, include the following:
 (a) the amount payable for the securities at the time when they are issued;
 (b) if the securities are shares issued partly‑paid—any amount payable at a future time if a call is made;
 (c) if the security is an option—any amount payable on the exercise of the option;
 (d) if the securities carry a right to convert the securities into other securities—any amount payable on the exercise of that right.

Sophisticated investors
 (8) An offer of a body's securities does not need disclosure to investors under this Part if:
 (a) the minimum amount payable for the securities on acceptance of the offer by the person to whom the offer is made is at least $500,000; or
 (b) the amount payable for the securities on acceptance by the person to whom the offer is made and the amounts previously paid by the person for the body's securities of the same class that are held by the person add up to at least $500,000; or
 (c) it appears from a certificate given by a qualified accountant no more than 6 months before the offer is made that the person to whom the offer is made:
 (i) has net assets of at least the amount specified in regulations made for the purposes of this subparagraph; or
 (ii) has a gross income for each of the last 2 financial years of at least the amount specified in regulations made for the purposes of this subparagraph a year; or
 (d) the offer is made to a company or trust controlled by a person who meets the requirements of subparagraph (c)(i) or (ii).
Note 1: Section 9 defines qualified accountant.
Note 2: A financial services licensee has obligations under Division 3 of Part 7.7 when providing financial advice. ASIC has a power under section 915C to suspend or cancel a licensee's licence.
 (9) In calculating the amount payable, or paid, for securities for the purposes of paragraph (8)(a) or