Question 3

BiO Packaging Ltd, an Eco-friendly company, has lodged a prospectus with ASIC intending to raise $100 million from investors. The aim of the capital raising is to allow the company to research and develop its range of biodegradable packaging products.

In the prospectus, BOP Ltd has provided forecast earnings/losses for the next three years as follows: $15 million loss, $25 million loss and $10 million profit.

BOP Ltd is expecting a profit in the third year of listing on the ASX. The earnings forecast is based on the company expecting to complete development of a range of microwave, oven and freezer friendly biodegradable packaging from its research and development activities. However, preliminary trials have not shown conclusive results. There are some indications that not all fibres in the packaging break down completely after being frozen. The results from the trials have not been disclosed in the prospectus.

Required:

a) Advise whether BOP Ltd is in breach of any of its Ch 6D disclosure obligations, and if so which ones. (5 marks)

b) Advise what BOP Ltd could do to rectify the omission (not disclosing trial results) if required to do so under Ch 6D. (5 marks)

c) What possible remedies could investors have if they have relied on BOPs prospectus to purchase securities in the company? (5 marks)

d) Would BOP Ltd be required to disclose in the prospectus the results from the preliminary trials if the results showed that the packaging withstood oven, microwave and freezer use and remained biodegradable? (5 marks)

In your response you must give reasons and refer to sections of the Corporations Act 2001 (Cth) and cases where relevant.

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