From ASIC class order in relation to regulations for SPPs Class...

From ASIC class order in  relation to regulations for SPPs

Class order relief for share purchase plans
RG 125.6 We have used our modification powers under s741(1) to give conditional class order relief from Ch 6D for shares offered by ASX-listed companies to existing members under a share purchase plan: see Class Order [CO 09/425] Share and interest purchase plans.
RG 125.7 [CO 09/425] supersedes Class Order [CO 02/831] Share purchase plans. The most significant changes are increasing the monetary limit for share purchase plans to $15,000 and introducing the requirement for a cleansing notice to be lodged with ASX.
Conditions of relief
RG 125.8 Under our relief, a share purchase plan, under which shares in a listed company are issued, will not require a disclosure document if certain conditions (including the following) are met:
(a) the company has complied with its continuous disclosure and financial reporting obligations;
(b) subject to special conditions for some custodians, any registered holder is not issued more than $15,000 worth of shares in any consecutive 12-month period;
Note: Under [CO 09/425], we have increased the monetary limit from $5000 to $15,000 to reflect the increased size of the average retail trade since 2002 and to align the limit with the ‘small investment’ exemption threshold under s946AA.
(c) the issuer lodges with ASX a cleansing notice;
Note: This condition has been introduced in [CO 09/425] so that shareholders still have access to additional information not available through continuous disclosure.
(d) offers are made only to registered holders of shares in the same class;
(e) each offer is made on similar terms and conditions and on a non-renounceable basis;
(f) the issue price is less than the market price during a specified period (determined by the issuer) in the 30 days before either the date of the offer or the date of the issue;
(g) the written offer document discloses the method used to calculate the issue price, the relationship between the issue and market price, and the risk that the market price may change between the date of the offer and the date when the securities are issued; and
(h) if an issuer chooses to issue shares under a share purchase plan to a registered holder who is a custodian (as defined in [CO 09/425]) for the beneficiaries of that custodian:
(i) the custodian must certify in writing to the issuer that certain conditions have been met; and
REGULATORY GUIDE 125: Share purchase plans © Australian Securities and Investments Commission March 2010 Page 6
(ii) the issuer must be reasonably satisfied that in any consecutive 12-month period, the total application price of the shares to be issued to, or in relation to, any beneficiary is not more than $15,000 (excluding shares applied for by the custodian on behalf of a beneficiary but not issued).
Note: Issuers have a discretion as to whether to make share purchase plan offers to some or all beneficiaries of custodians.