Home Capital Builder Part 3 – Offers Public Offers CCUs Disclosure document

Disclosure document

How to use the disclosure document drafting tool

The drafting tool provides guidance and instructions about what to include in your disclosure document for a public offer of CCUs.

For public offers of securities, the CNL and the Co-operatives Act 2009 WA apply Chapter 6D of the Corporations Act with modifications that replace ASIC with the Registrar as the regulatory authority.

In the absence of regulatory guides for disclosure documents under co-operatives legislation the disclosure document drafting tool relies on and provides links to Regulatory guides prepared by ASIC for similar offers:

The information you provide in the disclosure document 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 document. The co-operative, and those involved in the preparation of the disclosure document, are liable to compensate investors if the information is found to be misleading.

The drafting tool creates a MS Word format document. This format allows you to make changes and add attachments during drafting, or if required by the Registrar.

The Capital Builder tool will not accommodate formatting for paragraphs, lists and tables. Information inserted in text boxes will lose any format. When you download your disclosure document and check it for accuracy you will need to adjust any required formatting. If you intend to insert a table then you can insert after downloading.

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 before they are offered for investment.

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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