A promissory note containing an option for partial prepayment at the maker's discretion before the expiry date is a valid promissory note within s 89 of the Bills of Exchange Act 1909 (Cth), and thus falls within the exclusion from the definition of 'debenture' in s 9 of the Corporations Act 2001 (Cth). However, promissory notes issued through a special purpose vehicle intermediary as part of a mezzanine financing structure may constitute interests in a managed investment scheme subject to Ch 5C registration requirements, even though they are excluded from the Ch 6D disclosure requirements. The fact that notes are excluded from the debenture definition does not preclude them from being interests in a managed investment scheme.
The full text is available to signed-in members, including the 12 later cases that cite this judgment.
1 of the 12 citing cases carry a classified treatment. How each court treated it is available to signed-in members.