Exclusion for transfer of controlling interest

15 Offers of controlling interest where 5 or fewer investors

(1)

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—

(a)

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

(b)

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

(c)

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

(i)

assess the merits of the offer; or

(ii)

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

(2)

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).