Exclusion for small offers

12 Small offers

(1)

Personal offers of financial products do not require disclosure under Part 3 of this Act if—

(a)

the financial products are equity securities or debt securities; and

(b)

none of the offers results in a breach of the 20-investor limit under subclause (2)(a) or (3)(a); and

(c)

none of the offers results in a breach of the $2 million limit under subclause (2)(b) or (3)(b).

(2)

An offer by a person to issue financial products—

(a)

results in a breach of the 20-investor limit if it results in the number of persons to whom financial products of the issuer have been issued exceeding 20 in any 12-month period:

(b)

results in a breach of the $2 million limit if it results in the amount being raised from the issue of financial products of the issuer exceeding $2 million in any 12-month period.

(3)

An offer by a person to sell financial products of an issuer—

(a)

results in a breach of the 20-investor limit if it results in the number of persons to whom the person sells financial products of the issuer exceeding 20 in any 12-month period:

(b)

results in a breach of the $2 million limit if it results in the amount being raised by the person from selling financial products of the issuer exceeding $2 million in any 12-month period.

(4)

Subclause (1) does not apply to an offer for sale to which clause 31 or 34 applies.

(5)

In this clause,—

financial products of the issuer means equity securities and debt securities issued by the issuer (regardless of whether or not those products are of the same class or kind as those under offer)

income year has the same meaning as in section YA 1 of the Income Tax Act 2007

personal offer means an offer that is made to, and may only be accepted by, a person who—

(a)

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 that person is interested in offers of that kind (for example, through that person’s membership of or participation in an angel network); or

(b)

has an annual gross income of at least $200,000 for each of the person’s 2 most recently completed income years before the relevant time; or

(c)

is controlled by a person referred to in paragraph (b) (see clause 48).