Home Capital Builder Part 3 – Offers Member Offers CCUs Disclosure Statement

Disclosure Statement

How to use the disclosure statement drafting tool

The drafting tool provides guidance and instructions about what to include in your disclosure statement for an offer of Co-operative Capital Units (CCUs).

There are no regulatory guides published by Registrar for disclosure statements relating to offers of securities under the CNL or the Co-operatives Act 2009 WA.

In the absence of any guidelines, the disclosure statement drafting tool has been designed to include material required by the legislation or what might be required by the Registrar for an offer of this nature.

Regulatory guides published by ASIC, prepared for similar offers of securities by companies provide useful information for drafting disclosure statements for co-operatives:

The information you provide in the disclosure statement must be sufficient to enable a person to make a decision about whether to invest. The information must not contain or omit material that would make the disclosure misleading. There are penalties for publishing a misleading disclosure statement. The co-operative, and those involved in the preparation of the disclosure statement, are be liable to pay damages to investors if the information is found to be misleading.

Saving your document

Enter your email to begin. We will email you a document access link, allowing you to complete your document over multiple sittings.

Your progress will be saved for up to 30 days from the start date, and can be accessed via the link emailed to you. You will need to answer questions in the Capital Builder tool. After downloading your completed document, you will also need to review the editable Microsoft Word document and complete any remaining sections marked in red.

The emailed link only provides access to documents still in draft mode and cannot be used to access completed documents.

Once a document is complete, you must download it directly from the webpage in editable Microsoft Word format.

Note that the guidance and instructions in the drafting tool are not intended as legal or financial advice.

The Capital Builder stores your documents on the Care Together website form builder for 30 days. If you do not wish to enter information, data or other material into your document because it is of a confidential nature, then you should only insert that information after you have downloaded your document and saved it to your own computer.

Data about the number of users and completed documents that does not identify any user will be retained for purposes of updating or improving the Capital Builder. 

Getting your Terms of Issue approved

Terms of Issue for CCUs must be approved by the Registrar and by special resolution of the members.

Registrar approval

You must prepare a CCU Statement that includes:

  • Terms of Issue;
  • Rights of CCU holders;
  • Redemption terms; and
  • Transfer rights for CCUs.

The Registrar will approve the CCU Statement if the Terms of Issue comply with the Co-operative Principles and your co-operative’s rules: see s350 CNL or s262 Co-operatives Act 2009 WA.

Fees and any forms for the approval of the CCU Statement are best accessed by contacting the Registrar in the State or Territory where your co-operative is registered:

Member approval

Under the third Co-operative Principle, members control the co-operative’s capital. Accordingly, a CCU offer must be approved by members. The approval is by special resolution.

A special resolution requires two thirds of members to vote in favour of the proposal. Special resolutions require 21 days’ notice and can be voted on at a general meeting or by postal ballot. You must check the co-operative’s rules to determine if there are any other requirements for a special resolution.

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For reference