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Tuesday 8 May 2018

18-133MR ASIC restricts Big Un Limited from issuing a reduced content prospectus

ASIC has restricted Big Un Limited (Big Un) from eligibility to issue a reduced-content prospectus until 2 May 2019.

The decision means Big Un will not be able to rely on reduced-disclosure rules and instead must issue a full prospectus if it wishes to raise funds from retail investors.

ASIC's decision was based on Big Un’s failure to lodge a financial report, directors’ report and auditor’s report for the half-year of the company, ended 31 December 2017, within 75 days, as required by the Corporations Act 2001.

ASIC considers the ability to use a reduced disclosure prospectus a privilege, one dependent on compliance with other aspects of the law, including companies meeting their on-going disclosure obligations.

Where a company fails to comply with its periodic disclosure obligations in a full, accurate and timely manner, ASIC will intervene to ensure that retail investors are protected. In such circumstances, subsequent fundraisings should occur only with the benefit of a full prospectus so that there is adequate disclosure of a company’s prospects and financial position.

Big Un has the right to appeal to the Administrative Appeals Tribunal for review of ASIC's decision.

Background

Under the law, a listed company can offer securities using a reduced content prospectus containing information relating only to the particular offer itself.

ASIC has the power to prevent a company from relying on these rules if the company breaches its continuous disclosure or financial reporting obligations.

Big Un’s half-year financial report, directors’ report and auditor’s report were required to be lodged with ASIC by 15 March 2018.

On this basis ASIC made a determination under section 713(6) of the Corporations Act 2001, excluding Big Un from relying on section 713 of the Act for 12 months, until 2 May 2019.

ASIC's and the ASX’s enquiries in relation to Big Un, as announced to the market on 23 February 2018, are continuing. Big Un remains suspended from trading on the ASX.

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Last updated: 08/05/2018 03:25