ASIC has released a policy statement regarding
disclosure in reconstructions or capital reductions involving an issue
of securities.

Disclosure in reconstructions
[PS 188] confirms invitations to vote on an issue of
securities constitute an ‘offer’ for the purposes of the prospectus
provisions of the Corporations Act. This means a prospectus must
accompany the notice of meeting.

‘Reconstructions’ are not formal schemes of
arrangement under Pt 5.1 of the Act, but bear similarities to them. A
foreign scheme of arrangement or a trust scheme is a reconstruction.