Facilitating debt raising

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1 REGULATORY GUIDE 213 Facilitating debt raising May 2012 About this guide This guide is for listed entities, their advisers and investors involved in offers of quoted corporate bonds or convertible notes. It explains the conditional relief we have given to allow: certain offers of vanilla bonds to be made under a vanilla bonds prospectus or under a two-part prospectus; and quoted securities issued on the conversion of convertible notes to be on-sold to retail investors if the convertible notes were issued to institutional investors under a cleansing notice containing prospectuslike disclosure.

2 About ASIC regulatory documents In administering legislation ASIC issues the following types of regulatory documents. Consultation papers: seek feedback from stakeholders on matters ASIC is considering, such as proposed relief or proposed regulatory guidance. Regulatory guides: give guidance to regulated entities by: explaining when and how ASIC will exercise specific powers under legislation (primarily the Corporations Act) explaining how ASIC interprets the law describing the principles underlying ASIC s approach giving practical guidance (e.g. describing the steps of a process such as applying for a licence or giving practical examples of how regulated entities may decide to meet their obligations). Information sheets: provide concise guidance on a specific process or compliance issue or an overview of detailed guidance. Reports: describe ASIC compliance or relief activity or the results of a research project. Document history This version was issued in May 2012 and is based on legislation and regulations as at the date of issue. Previous version: Superseded Regulatory Guide 213, issued 11 May 2010 Disclaimer This guide does not constitute legal advice. We encourage you to seek your own professional advice to find out how the Corporations Act and other applicable laws apply to you, as it is your responsibility to determine your obligations. Examples in this guide are purely for illustration; they are not exhaustive and are not intended to impose or imply particular rules or requirements. Australian Securities and Investments Commission May 2012 Page 2

3 Contents A Overview... 4 Overview of regulatory requirements governing offers of bonds... 4 Our relief for offers of vanilla bonds... 5 Our disclosure relief for offers of convertible notes to institutional investors... 7 B Vanilla bonds prospectus relief... 8 Overview of s713: Transaction-specific prospectuses... 8 Overview of vanilla bonds prospectus relief... 9 Conditions applying to the issuer...10 Conditions applying to the bonds...11 Conditions relating to disclosure...15 Requirements of Ch 2L...18 C Two-part prospectus relief...19 Overview of two-part prospectus relief...19 Conditions of relief...19 Rationale for relief...20 Base prospectus term relief...20 Division of information between a base and second part prospectus...21 Exposure period commencement date...22 D Exposure period relief...23 Exposure period requirement...23 Exposure period relief...23 Rationale for exposure period relief...23 E Disclosure relief for offers of convertible notes to institutional investors...25 Offers of convertible notes to institutional investors...25 Our disclosure relief...26 Why we have provided relief...27 Appendix 1: Vanilla bonds prospectus disclosure requirements...28 Appendix 2: Key financial metrics to be disclosed...32 Key terms...34 Related information...36 Australian Securities and Investments Commission May 2012 Page 3

4 A Overview Key points This guide describes the following class order relief that we have given to facilitate debt raising by listed entities: relief in Class Order [CO 10/321] Offers of vanilla bonds to allow certain offers of vanilla corporate bonds to be made under a vanilla bonds prospectus, which has a similar level of content to a transaction-specific prospectus: see Section B; relief in [CO 10/321] to allow vanilla bonds to be offered under a twopart vanilla bonds prospectus: see Section C; relief in [CO 10/321] so that an offer of vanilla bonds under a vanilla bonds prospectus or a two-part prospectus will not be subject to an exposure period if the bonds are in the same class as existing quoted bonds but for differences in the term, interest rate and interest payment dates: see Section D; and relief in Class Order [CO 10/322] On-sale for convertible notes issued to wholesale investors so that quoted securities issued on the conversion of convertible notes may be on-sold to retail investors if the convertible notes were issued to institutional investors under a cleansing notice containing prospectus-like disclosure: see Section E. Overview of regulatory requirements governing offers of bonds RG RG RG In offering corporate bonds for issue, listed entities need to comply with: the fundraising provisions in Ch 6D of the Corporations Act 2001 (Corporations Act); (c) the requirements relating to offers of debentures in Ch 2L of the Corporations Act; and the ASX Listing Rules. Offers of corporate bonds to retail investors generally require full prospectus disclosure. In contrast, a listed issuer generally only requires a transactionspecific prospectus for offers of quoted shares, options over quoted shares and securities that are convertible into quoted shares: s713 and Class Order [CO 00/195] Offer of convertible securities under s713. These regulatory requirements play an important role in maintaining investor protection and promoting market transparency for offers of corporate bonds. However, the time and expense involved in complying with the requirements can be factors that limit the extent to which offers of corporate bonds are extended to retail investors. We have therefore provided class order relief to Australian Securities and Investments Commission May 2012 Page 4

5 facilitate offers of corporate bonds, subject to conditions that address investor protection concerns. Our relief for offers of vanilla bonds RG Provided certain conditions are met, our relief allows listed entities to offer vanilla bonds using: a simplified prospectus (vanilla bonds prospectus); or a two-part prospectus, comprising a base prospectus that may be used for several different offers and a second part prospectus that relates to a particular vanilla bonds offer. Vanilla bonds prospectus relief RG RG RG RG RG We have provided relief in Class Order [CO 10/321] Offers of vanilla bonds to allow certain offers of vanilla bonds to be made under a simplified prospectus (vanilla bonds prospectus) with a similar level of content to a transaction-specific prospectus: see Section B. In providing relief, our key considerations are to: (c) maintain standards of consumer protection; expand suitable investment opportunities for retail investors; and develop the Australian quoted debt market. Investing in corporate bonds offers some advantages to retail investors, including allowing them to diversify their portfolio across equities and fixed income products. However, corporate bonds are also subject to a number of investment risks. Therefore, the relief in [CO 10/321] is subject to conditions relating to the issuer, the type of bonds that may be issued and disclosure. We will monitor this relief to assess whether it is operating effectively. If there are indications that it is not, we may narrow or revoke the relief. Conversely, if the relief is operating satisfactorily, we may consider broadening it to cover a wider range of bond issues. It is possible that our relief, together with market conditions, may generate an increase in the number of corporate bond issues that are currently extended to retail investors. To assist retail investors who are considering investing in corporate bonds, we have issued an investor guide: Investing in corporate bonds? This guide is available from MoneySmart, ASIC s consumer website, at Australian Securities and Investments Commission May 2012 Page 5

6 Two-part prospectus relief RG RG RG We have provided relief in [CO 10/321] to allow vanilla bonds to be offered under a two-part vanilla bonds prospectus, comprising: a base prospectus, which could be used for several different offers; and a second part prospectus, which relates to the terms of a particular offer: see Section C. We have not been prescriptive about the division of material between a base prospectus and a second part prospectus. However, together, the base prospectus and second part prospectus must satisfy the content requirements for a vanilla bonds prospectus and must be clear, concise and effective. The ability to use a two-part prospectus should mean that issuers are able to streamline their processes for issuing bonds in a number of tranches. In order to provide issuers with further flexibility, our relief allows a base prospectus to be used for up to two years, rather than the maximum period of 13 months that generally applies to a prospectus. Conditions of vanilla bonds relief RG Our relief to allow offers of vanilla bonds to be made under a vanilla bonds prospectus or under a two-part prospectus will only apply if various conditions are satisfied. These conditions relate to: (c) the issuer the issuer must be entitled to use a transaction-specific prospectus for an offer of continuously quoted securities, and the most recent financial statements of the issuer must be unmodified; the bonds relief will only apply to vanilla bonds that will be quoted on issue and if the issue is for a total of at least $50 million; and disclosure point-of-sale disclosure must include the matters set out in Appendix 1. Ongoing disclosure must also be provided for certain matters (including quarterly reports required under s283bf and halfyear and annual updates of key financial disclosures). Exposure period relief RG Offers of corporate bonds that are not in a class that is already quoted are subject to an exposure period of between seven and 14 days: s727(3). Bonds that differ as to matters such as the term and interest rate will be in a different class and therefore subject to an exposure period. We have provided relief in [CO 10/321] so that offers of vanilla bonds that differ from existing quoted bonds only in relation to term, interest rate and interest payment dates will not be subject to an exposure period: see Section D. Australian Securities and Investments Commission May 2012 Page 6

7 Our disclosure relief for offers of convertible notes to institutional investors RG RG Finally, we have provided disclosure relief for offers of convertible notes to institutional investors. Although, of themselves, such wholesale offers do not require prospectus disclosure, a prospectus is often needed so that the underlying quoted securities can be on-sold to retail investors without further disclosure. Class Order [CO 10/322] On-sale for convertible notes issued to wholesale investors provides relief so that the underlying quoted securities can be onsold without a prospectus if a cleansing notice containing prospectus-like disclosure is provided to the relevant market operator at the time the convertible notes are issued: see Section E. A condition of this relief involves enhanced annual reporting disclosure. Australian Securities and Investments Commission May 2012 Page 7

8 B Vanilla bonds prospectus relief Key points We have provided relief in [CO 10/321] to allow offers of corporate bonds to be made using a vanilla bonds prospectus, which has similar content requirements to a transaction-specific prospectus. The conditions for relief include that: the issuer is entitled to use a transaction-specific prospectus for an offer of its existing quoted securities (e.g. its ordinary shares) and trading in those securities has not been suspended for more than five days in the previous 12 months; the corporate bonds are vanilla bonds that will be quoted on issue; the aggregate size of the bond issue is at least $50 million; the auditor s report on the most recent annual financial report, and any subsequent half-year financial report, is unmodified; the vanilla bonds prospectus discloses the matters specified in Appendix 1 (including key financial disclosures); and the issuer facilitates investor access to ongoing disclosure (including half-year and annual updates of key financial information). Overview of s713: Transaction-specific prospectuses RG The Corporations Act allows a disclosing entity to use a transaction-specific prospectus for offers of quoted securities, options over quoted securities and securities that are convertible into quoted securities: s713 and [CO 00/195]. A transaction-specific prospectus does not need to contain all of the information that is required under s710 for a full prospectus. Note: Our relief for offers of convertible securities under [CO 00/195] is subject to fewer conditions than our relief for offers of vanilla bonds under [CO 10/321]. We may review [CO 00/195] in light of how [CO 10/321] is operating to determine whether the relief in [CO 00/195] should be made more consistent with [CO 10/321]. RG A transaction-specific prospectus focuses on the terms of the securities being offered and the effect of the offer on the entity. The rationale for this reduced content requirement is that when a disclosing entity issues continuously quoted securities, the market will have already received relevant information through compliance with the continuous disclosure regime so that a full prospectus is not necessary: see Regulatory Guide 66 Transaction-specific disclosure (RG 66) at RG 66.7 RG Note: For details of the content and presentation requirements for a transaction-specific prospectus, see RG RG Australian Securities and Investments Commission May 2012 Page 8

9 Limited ability to use a transaction-specific prospectus for offers of vanilla bonds RG An issuer is able to use a transaction-specific prospectus for an offer of corporate bonds that are in the same class as existing quoted corporate bonds: s713. In practice, the ability of issuers to make use of this exception is limited since: only a small number of entities have corporate bonds that are currently quoted; and if an issuer wishes to offer new corporate bonds that have a different term or a different rate of return to existing bonds, the new bonds will be in a different class and they will fall outside the transaction-specific prospectus provisions in s713. Overview of vanilla bonds prospectus relief RG We have given relief in [CO 10/321] to allow a listed entity to offer vanilla bonds under a simplified prospectus (vanilla bonds prospectus), which has similar content requirements to a transaction-specific prospectus. To ensure that appropriate levels of investor protection are maintained, this relief is subject to conditions that relate to: the issuer (see RG RG ); the type of bonds that can be offered (see RG RG ); and (c) upfront and ongoing disclosure obligations (see RG RG ). Why we have provided this relief RG RG We consider that allowing a vanilla bonds prospectus to be used for certain offers of corporate bonds should reduce the time and expense involved for issuers who wish to make these offers available to retail investors. We also consider that there are potential benefits in providing retail investors with the opportunity to invest in quoted corporate bonds. Our relief should make it more likely that such offers will be extended to retail investors. We recognise that offers of quoted corporate bonds may raise investor protection concerns. Although quoted corporate bonds are generally less risky than shares, they are subject to a number of investment risks, including credit risk, interest rate risk, liquidity risk and prepayment risk. Our conditions for relief aim to ensure that investors will be adequately informed about the bonds being offered in a vanilla bonds prospectus. Australian Securities and Investments Commission May 2012 Page 9

10 Conditions applying to the issuer RG Under [CO 10/321], an issuer may only use a vanilla bonds prospectus if: the issuer is entitled to use a transaction-specific prospectus for the offer of an existing class of its securities (e.g. it has ordinary shares that are continuously quoted securities). Note: Among other things, this will require that the listed securities have been quoted for at least three months and that no determination is in force under s713(6). It will also require that no exemption under s111as or 111AT or order under s340 or 341 has been in force in the previous 12 months: see definition of continuously quoted securities in s9. trading in the issuer s continuously quoted securities has not been suspended for more than five days during the shorter of the following: (i) (ii) the period during which that class of securities was quoted; or the period of 12 months before the day on which the offer is made; Note: We may provide individual relief if the issuer has been suspended for more than five days. We will apply similar criteria to those that apply when we consider individual relief for issuers whose securities have been suspended for more than five days but who wish to rely on on-sale exemptions in s708a(5) and 1012DA(5), or on the disclosure exception for rights issues in s708aa and 1012DAA: see Regulatory Guide 173 Disclosure for on-sale of securities and other financial products (RG 173) and Regulatory Guide 189 Disclosure relief for rights issues (RG 189). (c) the auditor s report on the most recent annual financial report, and any subsequent half-year financial report, is unmodified; Note: Auditing Standard ASA 700 sets out when the auditor s report of the financial statements is unmodified. Auditing Standard ASRE 2410 sets out when the auditor s review report of the financial statements is unmodified. (d) (e) no determination under s708aa(3), 708A(2), 713(6), 1012DAA(3), 1012DA(2) or 1013FA(3) is in force in relation to the issuer; and on the date of the vanilla bonds prospectus, the issuer lodges a copy with the market operator and includes a copy on its website. Why we have imposed these conditions RG RG The relief in [CO 10/321] only applies to entities that already have continuously quoted securities on issue and that would be able to use a transaction-specific prospectus for an offer of those securities. It would not be appropriate to permit the use of a vanilla bonds prospectus for an offer of corporate bonds if the issuer was not entitled to use a transaction-specific prospectus for any other securities. The conditions in [CO 10/321] aim to strengthen the quality of issuers that are able to take advantage of our relief so that investors can be more confident that the market is fully informed about the issuer and its existing securities. Australian Securities and Investments Commission May 2012 Page 10

11 Relief for wholly owned subsidiaries of listed parents RG RG There may be administrative reasons why a corporate group may prefer to raise debt through a special purpose finance vehicle rather than a listed parent. We will therefore consider individual relief to allow a wholly owned subsidiary of a listed parent to offer vanilla bonds under a vanilla bonds prospectus. We will only provide this relief if we are satisfied that: investors will receive the same standard of disclosure as would be provided if the bonds had been issued by the parent; and the risks of investing in the bonds are comparable to the risks that would be faced if the bonds had been issued by the parent. In particular, to ensure that investor protection is not compromised, we will generally require the following as a condition of any relief: (c) (d) the parent must be entitled to issue vanilla bonds under a vanilla bonds prospectus; the parent must unconditionally and irrevocably guarantee payment of all amounts owing by the issuer under the vanilla bonds; the vanilla bonds prospectus must include the information referred to in Appendix 1 in relation to the parent as well as the issuer, to the extent that it is relevant to investors (e.g. it will generally be relevant to disclose the information in paragraphs 7(l), (m) and (n) and paragraph 11 of Appendix 1 in relation to the parent); the vanilla bonds prospectus must include any other information that investors and their professional advisers would reasonably require to make an informed assessment of the assets and liabilities, financial position and performance, profits and losses, and prospects of the issuer. Note: The prospectus must contain this information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in the prospectus. Disclosure of this information about the issuer is required because it will not necessarily have been disclosed by the parent under the parent s continuous disclosure obligations. Conditions applying to the bonds RG An issuer can only use a vanilla bonds prospectus under our class order relief if the following conditions relating to the bonds are met: the corporate bonds being offered are vanilla bonds that will be quoted when issued. Bonds will be vanilla bonds if they: (i) are denominated in Australian dollars; Australian Securities and Investments Commission May 2012 Page 11

12 (ii) have a fixed term of no more than 10 years with the principal plus any accrued interest payable at the expiry of the term; Note: [CO 10/321] permits early redemption in certain circumstances: see RG RG (iii) have a fixed rate of return or a floating rate of return that comprises a variable reference rate (e.g. the three-month bank bill rate) plus a fixed margin; (iv) provide for interest to be paid periodically on the dates specified in the prospectus; Note: This means that the terms of issue may not permit interest to be deferred. (v) rank at least equally with amounts owing to unsecured creditors of the issuer (i.e. the bonds are not subordinated); (vi) are not convertible into any other securities; and (vii) are issued to all investors at the same price under the vanilla bonds prospectus; the aggregate size of the bond issue (i.e. minimum subscription amount) will be at least $50 million; and Note: If an issuer is not able to meet this minimum subscription requirement, the issuer will need to refund any subscription money received: s723(2). This minimum subscription requirement will lapse after 12 November 2012 unless renewed by ASIC. (c) the bonds will be governed by a trust deed that requires the bond issuer to update the key financial disclosures contained in the vanilla bonds prospectus on a half-yearly basis and to provide these updates, together with the quarterly reports required under s283bf, to the relevant market operator and to include them on the issuer s website: see RG The trust deed must also require the issuer not to offer debentures to a holder of vanilla bonds in reliance on the exemption in s708(14). Note 1: The versions of the quarterly reports provided to the market operator and published on the issuer s website need only include details of the matters specified in s283bf(4) and (iii) to the extent that the information is material to bondholders. Note 2: Section G of Regulatory Guide 69 Debentures and unsecured notes: Improving disclosure for retail investors (RG 69) sets out our policy on how issuers may describe or refer to debentures (including corporate bonds). Why we have imposed these conditions Restriction to quoted vanilla bonds RG Our relief only applies to offers of vanilla bonds, which do not have complex or unusual terms and conditions. For example, our relief only applies to bonds with a fixed term that offer regular payments of interest at a fixed rate or at a rate that is a fixed margin above a base market rate. Retail investors Australian Securities and Investments Commission May 2012 Page 12

13 are more likely to understand the risks and features of vanilla bonds than they are for more complex bonds. In these cases, there is less consumer risk arising from the shorter disclosure requirements. Some of the other restrictions that apply to the terms of vanilla bonds are discussed in more detail below. RG Quoted vanilla bonds do not raise the same investor protection concerns as unlisted debentures. That is because under our relief: (c) (d) the issuer will have been (and will continue to be) subject to continuous disclosure requirements and supervised by the relevant market operator. The issuer will already have supplied the market with much of the information that would be relevant to a holder of the corporate bonds; the market operator will need to assess and, if appropriate, admit the corporate bonds to quotation; there is more likely to be a liquid secondary market for the corporate bonds following their issue than for an offer of unlisted debentures; and there is a requirement that the corporate bonds must be vanilla bonds, which have relatively simple features. Note: If the bonds being offered will not be quoted, the requirements in RG 69 will apply and disclosure must be made using a full prospectus against key benchmarks on an if not, why not basis. Fixed term of no more than 10 years RG Our relief requires vanilla bonds to have a maximum term of 10 years. If our relief did not place a maximum term on vanilla bonds, it could result in issues of perpetual bonds with no maturity date or a very distant maturity date. The ability of an issuer to repay capital is more uncertain for a very long-dated bond and, because the obligation is distant, the ability to repay is less important to the value of the bond than for shorter term debt. Consequently, different considerations arise when deciding to invest in a long-dated bond compared to short-term or medium-term debt. Recent issues of listed bonds to retail investors have had terms of no more than 10 years. A maximum term of 10 years strikes an appropriate balance between flexibility for issuers and promoting the use of a vanilla bonds prospectus for bonds that are likely to be familiar to retail investors. Limited ability to redeem early RG If a bond can be subject to early redemption by the bonds issuer, the returns that a person will ultimately receive under a bond will be more uncertain and it will be more difficult to price the bond. Our relief therefore limits the circumstances in which vanilla bonds can be redeemed before the expiry of their term. Australian Securities and Investments Commission May 2012 Page 13

14 RG RG RG RG [CO 10/321] allows the terms of issue of vanilla bonds to permit early redemption in the following limited circumstances: redemption at the option of the holder or as a result of a buy-back of the bonds; redemption at the option of the issuer in the following circumstances: (i) (ii) if there is an adverse tax event (i.e. a change in law which results in the issuer being required to pay an additional amount to the holder of the bond or if interest payable on the bond ceases to be deductible to the issuer); if there is a change of control of the issuer (but only if all the bonds on issue are redeemed); or (iii) if less than 10% of the bonds initially issued remain on issue (but only if all the bonds on issue are redeemed). We have permitted redemption at the option of the holder since if the decision to redeem is made by the holder, the holder will not face the same uncertainty regarding the term of the bond as would be the case if redemption was beyond their control. Redemption at the option of the issuer in the circumstances referred to in RG is already relatively common for quoted bonds. It will therefore be easier for retail investors to factor in these matters in their investment decisions than might be the case for more unusual redemption events. Further, these redemption events are relatively limited, they generally result from circumstances beyond the control of the issuer, and there are sound commercial reasons for allowing redemption in these circumstances. We may grant individual relief to allow early redemption in other circumstances. In considering relief, we will take into account: the commercial need for the bonds to provide for additional early redemption events; and the risks and uncertainties that such early redemption events create for retail investors. Relief does not apply to subordinated bonds RG The retail debt market is not well developed and could be adversely impacted if an issuer defaulted on payments of interest or capital. Subordinated bonds carry a greater risk of a capital loss or a failure to meet interest payments than senior debt. Therefore, our relief does not currently extend to the issue of subordinated bonds. Australian Securities and Investments Commission May 2012 Page 14

15 Bonds to be issued to all investors at the same price RG We have required that vanilla bonds offered under a prospectus must be issued to all investors at the same price. If differential pricing were permitted, it could result in retail investors being disadvantaged in comparison with wholesale investors. We will closely examine circumstances where an issue of bonds is made shortly before or after an issue under a prospectus and at a different price to the issue price under the prospectus. Minimum issue size of $50 million RG Our relief requires that the aggregate amount being raised by the issuer must be at least $50 million. This condition is intended to make it more likely that there will be: a liquid market for the bonds after they are issued; and institutional participation in the bond issue, which will further assist in the accurate pricing of the bonds. RG The minimum subscription requirement will lapse after 12 November 2012 unless we renew it. We will review it prior to this time in light of how our relief is operating and any other relevant factors. Note: In December 2011, the Australian Government released its discussion paper Development of the retail corporate bond market: Streamlining disclosure and liability requirements. One issue raised in the discussion paper is whether there should be a minimum subscription requirement for the proposed streamlined disclosure regime. Conditions relating to disclosure Vanilla bonds prospectus disclosure requirements RG A vanilla bonds prospectus must contain the matters specified in Appendix 1. These include: (c) (d) a statement that ASIC has published an investor guide for retail investors who are considering investing in corporate bonds and that a copy of the guide is available from ASIC free of charge; a timetable setting out the key dates for the offer; a statement to the effect that the bonds have been admitted to quotation or that unless the bonds are admitted to quotation within three months they will not be issued; disclosure of the key features, risks and benefits of the bonds; Australian Securities and Investments Commission May 2012 Page 15

16 (e) (f) brief details of the business of the issuer and a description of the financial position of the issuer, including the following key financial disclosures: (i) (ii) details of any debt ranking ahead of the bonds; whether the issuer is in breach of any loan covenants or has defaulted on previous debt obligations, as specified in Appendix 1; (iii) the gearing ratio, as specified in Appendix 2; (iv) the interest cover, as specified in Appendix 2; and (v) the working capital ratio, as specified in Appendix 2; a commitment to update these financial disclosures on a half-yearly basis and provide these updates, together with the quarterly reports required under s283bf, to the relevant market operator and to include them on the issuer s website; Note: The versions of the quarterly reports provided to the market operator and published on the issuer s website need only include details of the matters specified in s283bf(4) and (iii) to the extent that the information is material to bondholders. (g) (h) (i) details of how investors can apply for the bonds; a statement that, as at the date of the prospectus, the issuer has complied with the provisions of Ch 2M as they apply to the issuer and s674; any information of the type referred to in s713(5) that has been excluded from a continuous disclosure notice because the issuer relied on an exemption to the continuous disclosure requirements in the listing rules (to the extent that it is reasonable to find that information in a prospectus); and Note: For example, this may require disclosure in the vanilla bonds prospectus of information concerning a confidential proposal that was not previously disclosed to the market because of the exemption in Listing Rule 3.1A. (j) disclosure of any other information that would be required under a transaction-specific prospectus if the corporate bonds were continuously quoted securities. Ongoing disclosure requirements RG Under our relief, issuers must meet ongoing disclosure requirements in order to assist investors. In particular, issuers must: publish on their website and provide to the relevant market operator: (i) (ii) half-year and annual updates of the key financial disclosures; the quarterly reports provided to ASIC and trustees under s283bf; and (iii) other ongoing disclosures (e.g. continuous disclosure notices and annual and half-year financial reports); and Australian Securities and Investments Commission May 2012 Page 16

17 give investors the option of receiving notification when the documents referred to in paragraph are published on the issuer s website or provided to the market operator. Note 1: The versions of the quarterly reports provided to the market operator and published on the issuer s website need only include details of the matters specified in s283bf(4) and (iii) to the extent that the information is material to bondholders. Note 2: In considering good principles for website disclosure, the general guidance in Regulatory Guide 198 Unlisted disclosing entities: Continuous disclosure obligations (RG 198) may be of assistance. Why we have required these disclosures RG RG Disclosure of the matters set out in Appendix 1 will provide investors with important information about the key risks and features of the bonds. The required information includes details about interest coverage, gearing, working capital and the amount of other debt that ranks ahead of the bonds offered or that may rank ahead of those bonds in particular circumstances. We encourage all issuers of quoted corporate bonds to consider these disclosure requirements when preparing a prospectus, regardless of whether or not they rely on the relief in [CO 10/321]. The greater the consistency between prospectuses, the easier it will be for investors to compare different bond offerings and make informed investment decisions. Key financial disclosures RG RG The key financial disclosures that must be provided include upfront disclosure of a gearing ratio, interest cover and working capital ratio. Further details about these ratios, including how they are to be calculated and what information they provide, is contained in Appendix 2. Disclosure of these ratios will assist investors to identify risk factors involved in investing in particular corporate bonds. For example, a high gearing ratio is likely to indicate that an issuer may face risks in terms of its level of borrowing (e.g. due to an increase in interest rates). Requiring disclosure of ratios on a consistent basis will assist investors to compare relative risks and returns for different corporate bond offerings. As well as disclosing the various ratios, issuers will also need to explain what the ratios mean in practical terms and how investors can use the ratios to assess levels of risk. An issuer may choose to discuss factors specific to the issuer, or the industry in which it operates, which may result in its ratios being higher or lower than ratios for other issuers. Ongoing disclosures RG Requiring issuers to provide ongoing disclosures of key matters and to make these disclosures readily available to investors will assist investors and the Australian Securities and Investments Commission May 2012 Page 17

18 market to monitor the performance of the bonds and identify matters that may adversely affect the interests of bondholders. Requirements of Ch 2L RG RG Section 283BF requires an issuer of debentures to provide ASIC and the trustee with a quarterly report dealing with various matters. Sections 283BF(4)(c) and (d) require an issuer to disclose any matter that materially prejudices any subsidiary of the issuer and to disclose any substantial change in the business of a subsidiary. Many listed issuers will be members of large corporate groups. Some of these subsidiaries will not be particularly significant to the issuer or the group. The requirement to make disclosures concerning subsidiaries of the issuer irrespective of the effect on the issuer and its group can add to the compliance burden for listed issuers without providing information that is material to the interests of debenture holders. [CO 10/321] modifies s283bf(4)(c) and (d) for persons who have issued bonds under a vanilla bonds prospectus so that the disclosure requirements under these sections only apply to the issuer and any guarantor. Accordingly, if a matter occurs that materially prejudices a subsidiary of the issuer, that matter will only need to be disclosed under s283bf(4)(c) if it results in material prejudice to the issuer or any guarantor. Similarly, a substantial change in the nature of the business of a subsidiary will only need to be disclosed under s283bf(4)(d) if it amounts to a substantial change in the business of the issuer or any guarantor. RG We have not provided any other relief from the requirements of Ch 2L, including the requirement that an issuer of corporate bonds must enter into a trust deed and appoint a trustee for the benefit of bondholders. Chapter 2L provides important protections for retail investors, including requiring a trustee to be appointed and imposing various duties on the issuer, the trustee and any guarantor. Persons who suffer loss or damage as the result of a contravention of Ch 2L also have the right to recover such loss. We consider that while simplified disclosure is justified for an offer of vanilla bonds, it is not a reason to remove the protections afforded by Ch 2L. Note: We have sought to strengthen the requirements of Ch 2L by requiring material information from the quarterly reports under s283bf to be provided to the relevant market operator and on the issuer s website as a condition of our relief: see RG (c). Australian Securities and Investments Commission May 2012 Page 18

19 C Two-part prospectus relief Key points [CO 10/321] provides relief to allow the use of a two-part prospectus for issues of vanilla bonds. Issuers who are entitled to use a vanilla bonds prospectus may issue bonds under a two-part vanilla bonds prospectus that comprises: a base prospectus that can be used for a number of different offers; and a second part prospectus that contains information on a specific offer of bonds. Together, the base prospectus and the second part prospectus must contain all the information that would be required in a vanilla bonds prospectus. [CO 10/321] extends the maximum term under s711(6) for a base prospectus from 13 months to two years. Overview of two-part prospectus relief RG We have provided relief in [CO 10/321] to allow a two-part prospectus to be used for offers of vanilla bonds. Under this relief, an issuer is able to offer vanilla bonds under a base prospectus (which could be used for a number of offers) together with a second part prospectus (which would relate to a particular offer). Together, the base prospectus and the second part prospectus need to satisfy the content requirements for a vanilla bonds prospectus. Both the base prospectus and the second part prospectus need to be given to an investor. We have also provided relief from s711(6) so that a base prospectus can have a maximum term of up to two years: see RG RG Conditions of relief RG The relief in [CO 10/321] is subject to a number of conditions, including conditions that: (c) a person may only offer bonds under a two-part prospectus if they are entitled to offer the bonds under a vanilla bonds prospectus; together, the base prospectus and the second part prospectus must contain all the information required in a vanilla bonds prospectus that was lodged on the date of the second part prospectus; and at the beginning of each of the base prospectus and the second part prospectus, there must be a prominent statement: (i) identifying it as the base prospectus or second part prospectus (as the case may be); and Australian Securities and Investments Commission May 2012 Page 19

20 (ii) that it must be read in conjunction with the second part prospectus or base prospectus (as the case may be) and explain why this is necessary. RG In addition to these requirements, the information in the base prospectus, as supplemented by the second part prospectus, must be presented in a clear, concise and effective way: s715a. Rationale for relief RG RG A two-part prospectus approach should assist issuers that are likely to make a number of offers over the life of a base prospectus. After the base prospectus has been prepared, subsequent offers can potentially be made more quickly than if a completely new prospectus were required for each new offer. If the terms of a new issue of bonds only differ from existing bonds in relation to the term, interest rate and interest payment dates, we have also granted exposure period relief, further increasing speed to market: see Section D. Although our relief allows information to be divided between a base prospectus and a second part prospectus, it maintains standards of investor protection in the following ways: the content requirements for a two-part prospectus are the same as for a vanilla bonds prospectus; and information must be presented across a base prospectus and a second part prospectus in a clear, concise and effective way. Base prospectus term relief RG RG The maximum term of a prospectus is generally 13 months: s711(6). Without relief, this would limit the life of a base prospectus to 13 months. However, two-part prospectus relief is only likely to benefit issuers that make more than one offer of vanilla bonds over the life of the base prospectus. Thirteen months is a relatively short period for an issuer to make more than one retail bond offering. Our relief extends the usual 13 months maximum life for a base prospectus to two years in order to facilitate multiple issues over the life of the base prospectus. We consider that there are limited investor protection concerns in such an approach given that in order to offer bonds, the issuer must prepare a second part prospectus which will relate to the particular bonds and that must update any out of date information in the base prospectus. Australian Securities and Investments Commission May 2012 Page 20

21 The maximum term for a second part prospectus is 13 months, consistent with the maximum term applying to prospectuses generally. RG We have limited the life of a base prospectus to two years. We think there is a benefit in issuers reviewing information in the base prospectus after this time and updating it in a new base prospectus. Division of information between a base and second part prospectus RG RG RG Our class order relief is not prescriptive about the division of information between a base prospectus and a second part prospectus. It is for issuers to determine what division of information will best meet the needs of the issuer and investors in its bonds. However, s715a requires that information must be worded and presented in a clear, concise and effective way. Therefore, although our relief is flexible, issuers will still need to ensure that a two-part prospectus presents information in a way that can readily be understood by retail investors. In our view, it will be easier for an issuer to satisfy the requirement that information must be presented in a clear, concise and effective way if: the base prospectus contains general information that is unlikely to change significantly over the life of the base prospectus and that relates to the issuer and the offers of bonds it may make in one or more second part prospectuses; and the information in the second part prospectus contains information that relates to a specific offer of bonds and the effect of that offer on the issuer. Conversely, the greater the extent that information in a base prospectus has become out of date and needs to be updated by a second part prospectus, the less useful the base prospectus will be as an information document. If a second part prospectus needs to make significant changes to information in a base prospectus, it will be more difficult for the two documents to present information in a clear, concise and effective way. Note: If a base prospectus has become materially out of date by the time an offer of securities is made, an issuer may need to remedy this by issuing a replacement base prospectus and a second part prospectus, rather than by relying on a second part prospectus to update the base prospectus. RG By way of example, one possible division between the information in a base prospectus and the information in a second part prospectus is: the base prospectus would contain the information that is required to be included in a vanilla bonds prospectus (including the terms of the bonds that are to be offered), but would not include: Australian Securities and Investments Commission May 2012 Page 21

22 (i) (ii) the term, interest rate and interest payment dates of the bonds that are to be offered; information relating to a particular offer of bonds (e.g. the minimum subscription amount, offer size, issue price, the timetable and the application process); (iii) the key financial disclosures referred to in paragraph 11 of Appendix 1; (iv) information relating to the effect of the offer on the issuer; and (v) any other information that must be included in a vanilla bonds prospectus that is not known to the issuer at the date of issue of the base prospectus; and the second part prospectus would contain: (i) (ii) details of the particular offering that have not been included in the base prospectus (e.g. the interest rate, term, offer size and application process); details of the effect of the offer on the issuer; (iii) any information excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; (iv) any supplementary disclosure necessary to update the information in the base prospectus; and (v) any other information that must be included in a vanilla bonds prospectus that has not been included in the base prospectus. Exposure period commencement date RG Under our relief, the exposure period for an offer of securities under a twopart prospectus will commence on the date that the second part prospectus is lodged with ASIC, rather than on lodgement of the base prospectus. This is appropriate since the details of the offer will only be known after both the base prospectus and the second part prospectus have been lodged. Note: We have provided relief so that there will be no exposure period if the bonds being offered would be in the same class as existing quoted bonds but for differences in the term, interest rate and interest payment dates: see Section D. Australian Securities and Investments Commission May 2012 Page 22

23 D Exposure period relief Key points [CO 10/321] provides relief so that a prospectus for an offer of vanilla bonds is not subject to an exposure period under s727(3) if the bonds would be in the same class as existing quoted bonds but for differences in the term, interest rate and interest payment dates. Exposure period requirement RG A prospectus for an offer of bonds is subject to an exposure period of between seven and 14 days unless the bonds are in the same class as existing quoted bonds: s727(3). Bonds will be in different classes if they differ as to the interest rate and term, even if all the other features are the same. Exposure period relief RG [CO 10/321] provides relief from the requirement for an exposure period for an offer of bonds if: the bonds being offered only differ from existing quoted bonds as to their term, interest rate and interest payment dates; and the bonds are offered under a vanilla bonds prospectus or a two-part prospectus. Rationale for exposure period relief RG RG An exposure period allows ASIC and market participants the time to scrutinise disclosure documents before they can be used for fundraising: Regulatory Guide 152 Lodgement of disclosure documents (RG 152) at RG An offer of quoted securities is not subject to an exposure period because these securities have an established market price and are subject to the continuous disclosure regime : Explanatory Memorandum to the Corporate Law Economic Reform Program Bill 1998 at para Further, any disclosure document for quoted securities will be available to the market and the market reaction to it can be expected to be factored into the price of the securities: see RG Australian Securities and Investments Commission May 2012 Page 23

24 RG RG RG RG We have previously granted exposure period relief for securities that are not in the same class as existing quoted securities, but have a sufficient connection with the quoted securities. For example, Class Order [CO 00/843] Options over listed securities: Exposure period relief provides relief so that offers of options over quoted securities are not subject to an exposure period. We have also previously given class order relief to allow a prospectus for an offer of debentures not to include interest rate and term information, provided the prospectus is accompanied by the most recent application form containing this information that has been lodged with ASIC: Class Order [CO 00/173] Debenture prospectuses: Incorporation of information on application forms. After the exposure period for the prospectus has expired, offers of debentures with different interest rates and terms can be made with no further exposure period. Our exposure period relief in [CO 10/321] applies to vanilla bonds that are in the same class as existing quoted bonds, save for differences as to interest rate, term and interest payment dates. An exposure period is not necessary for such offers because: (c) (d) the terms of the existing quoted bonds are sufficiently similar to the new bonds that continuous disclosure information provided on the existing bonds will be relevant to the new bonds; market reaction to the new issue will often be factored into the price of the existing bonds and therefore the price of the existing bonds will often be relevant to investors in the new bonds; the fact that the new bonds will be vanilla bonds offered under a vanilla bonds prospectus or a two-part prospectus means that the issuer will have a history of compliance with its continuous disclosure obligations and that the terms of the new bonds will not be complex; and providing exposure period relief is consistent with the approach we have taken for continuous offers of debentures in [CO 00/173]. We have not provided general exposure period relief for offers of vanilla bonds. If there are no existing quoted bonds in the same class (or in a similar class) to the bonds being offered, it is appropriate to maintain the requirement for an exposure period to facilitate scrutiny of the relevant vanilla bonds prospectus or two-part prospectus. Australian Securities and Investments Commission May 2012 Page 24

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