Document ID: chunk:federal_register_of_legislation:C2025C00014:section:128f:p3
Version: federal_register_of_legislation:C2025C00014
Segment Type: section
Provision Reference: s 128F (pt 3/7)
Character Range: 1271757–1274329

with the company, offered the debenture or debt interest for sale within 30 days in a way covered by any of paragraphs (a) to (d).
 (3A) An invitation to become a lender under a syndicated loan facility by a company satisfies the public offer test if the invitation was made:
 (a) to at least 10 persons each of whom:
 (i) was carrying on a business of providing finance, or investing or dealing in securities, in the course of operating in financial markets; and
 (ii) was not known, or suspected, by the company to be an associate (see subsection (9)) of any of the other persons covered by this paragraph; or
 (b) publicly in electronic form, or in another form, that was used by financial markets for dealing in debentures or debt interests; or
 (c) to a dealer, manager or underwriter, in relation to the placement of debentures or debt interests, who, under an agreement with the company, made the invitation to become a lender under the facility within 30 days in a way covered by paragraph (a) or (b).

Global bonds
 (4) The issue of a debenture or debt interest by a company also satisfies the public offer test if the debenture or debt interest is a global bond (see subsection (10)).

Issues and invitations that always fail the public offer test
 (5) The issue of a debenture or debt interest by a company does not satisfy the public offer test if, at the time of the issue, the company knew, or had reasonable grounds to suspect, that:
 (a) the debenture, an interest in the debenture or the debt interest was being, or would be, acquired either directly or indirectly by an associate of the company; and
 (b) either:
 (i) the associate is a non‑resident and the debenture or interest, or the debt interest, was not being, or would not be, acquired by the associate in carrying on a business in Australia at or through a permanent establishment of the associate in Australia; or
 (ii) the associate is a resident of Australia and the debenture or interest, or the debt interest, was being, or would be, acquired by the associate in carrying on a business in a country outside Australia at or through a permanent establishment of the associate in that country; and
 (c) the debenture or interest, or the debt interest, was not being, or would not be, acquired by the associate in the capacity of:
 (i) a dealer, manager or underwriter in relation to the placement of the debenture or debt interest; or
 (ii) a clearing house, custodian, funds manager or responsible entity of a registered scheme.
 (5AA) An invitation to become a lender under a syndicated loan