Exclusion for transfer of controlling interest

15 Offers of controlling interest where 5 or fewer investors


An offer of equity securities that comprise more than 50% of the voting products of an entity does not require disclosure under Part 3 of this Act if—


5 or fewer persons acquire equity securities under the offer; and


if more than 1 person acquires equity securities under the offer, those persons are acting jointly or in concert; and


in the circumstances, the persons who acquire equity securities under the offer are in a position to—


assess the merits of the offer; or


obtain information from the offeror or any other person involved in the offer that will enable them to assess the merits of the offer.


If equity securities are acquired by 2 or more persons as joint holders of the securities, those persons must be treated as a single person for the purposes of counting the number of persons who acquire the securities under subclause (1).