Document ID: chunk:federal_register_of_legislation:C2025C00185:section:708:p1
Version: federal_register_of_legislation:C2025C00185
Segment Type: section
Provision Reference: s 708 (pt 1/5)
Character Range: 2720189–2722698

708  Offers that do not need disclosure

Small scale offerings (20 issues or sales in 12 months)
 (1) Personal offers of a body's securities by a person do not need disclosure to investors under this Part if:
 (a) none of the offers results in a breach of the 20 investors ceiling (see subsections (3) and (4)); and
 (b) none of the offers results in a breach of the $2 million ceiling (see subsections (3) and (4)).
This subsection does not apply to an offer for sale to which subsection 707(3) (sale amounting to indirect issue) or (5) (sale amounting to indirect sale by controller) applies.
Note 1: Subsection 727(4) makes it an offence to issue or transfer securities without disclosure to investors once 20 issues or transfers have occurred or $2 million has been raised.
Note 2: Under section 740 ASIC may make a determination aggregating the transactions of bodies that ASIC considers to be closely related.
 (2) For the purposes of subsection (1), a personal offer is one that:
 (a) may only be accepted by the person to whom it is made; and
 (b) is made to a person who is likely to be interested in the offer, having regard to:
 (i) previous contact between the person making the offer and that person; or
 (ii) some professional or other connection between the person making the offer and that person; or
 (iii) statements or actions by that person that indicate that they are interested in offers of that kind.
 (3) An offer by a body to issue securities:
 (a) results in a breach of the 20 investors ceiling if it results in the number of people to whom securities of the body have been issued exceeding 20 in any 12 month period; and
 (b) results in a breach of the $2 million ceiling if it results in the amount raised by the body by issuing securities exceeding $2 million in any 12 month period.
 (4) An offer by a person to transfer a body's securities:
 (a) results in a breach of the 20 investors ceiling if it results in the number of people to whom the person sells securities of the body exceeding 20 in any 12 month period; and
 (b) results in a breach of the $2 million ceiling if it results in the amount raised by the person from selling the body's securities exceeding $2 million in any 12 month period.
 (5) In counting issues and sales of 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