Document ID: chunk:federal_register_of_legislation:C2022A00014:clause:4_5
Version: federal_register_of_legislation:C2022A00014
Segment Type: clause
Provision Reference: sch 4 cl 5
Character Range: 55938–57887

5     a term of the offer covered by paragraph (1)(d) or (e) (failure to notify body corporate or responsible entity of misleading or deceptive statement and omissions or new circumstances)  the person mentioned in item 2, 3 or 4 of this table who failed to notify the body corporate or responsible entity in accordance with the term covered by paragraph (1)(d) or (e)

Note: Item 2—director includes a shadow director (see section 9).

Additional terms of the offer—no liability terms
 (3) The terms of the offer may also include terms to the effect that a person mentioned in the table in subsection (2) is not liable for any loss or damage suffered by an ESS participant because of a contravention of a term of the offer covered by paragraph (1)(a), (b) or (c) if:
 (a) the person:
 (i) made all inquiries (if any) that were reasonable in the circumstances; and
 (ii) after doing so, believed on reasonable grounds that the statement was not misleading or deceptive; or
 (b) the person did not know that the statement was misleading or deceptive; or
 (c) the person placed reasonable reliance on information given to the person by:
 (i) if the person is a body corporate or a responsible entity of a registered scheme—someone other than a director, employee or agent of the body corporate or responsible entity; or
 (ii) if the person is an individual—someone other than an employee or agent of the individual; or
 (d) for a person mentioned in column 2 of item 3 or 4 of the table in subsection (2)—the person proves that they publicly withdrew their consent to being named in the document in that way; or
 (e) the contravention arose because of a new circumstance that has arisen since the ESS offer document was prepared and the person proves that they were not aware of the matter.
 (4) The terms of the offer must not limit liability of a person mentioned in the table in subsection (2) in any way other than as required by subsection (3).