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PP Lecture 12 2013

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Lecture 12: Securities Key concepts • Authorised and issued share capital • The definition of ‘security’ (s 1); ‘share’ (ss 1 & 35(1)); ‘debt instrument’ (s 43(1)(a)) • Par value and no par value shares Classes of shares (s 37) • MOI to determine rights, preferences and limitations that attaches to shares • Must be the same for all shares in the same class • At least one class must have the right to vote Classes of shares • Ordinary shares • Preference shares – Types of preference shares – When will a preference shareholder have the right to vote (s 37(3)(a))? • Deferred shares Pre-emptive rights (s 39) Public offerings of securities • Important definitions (s 95): – Primary offer – Secondary offer – Registered prospectus – Rights offer – Untrue statement • Meaning of ‘public’ (s 95(h)) • Actions that are not offers to the public (s 96) – Sophisticated investors Public offerings of securities • Actions that are not offers to the public (s 96) – Persons who otherwise have sufficient knowledge to make informed investor decisions • Non-renounceable offer to shareholders • Rights offers • Offers to directors • Employee share schemes • Offer made directly to less than fifty persons in writing • Liability for untrue statements in a prospectus (s 104) – Who will be liable for untrue statements in a prospectus? Which defences may they raise? Secondary offers to the public • Does not apply t ...
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Anonymous
Awesome! Perfect study aid.

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