Entities listing on the ASX via the fast-track process now have access to a shorter initial public offering (IPO) timetable designed to reduce deal execution risk as part of a two-year trial announced by ASIC today.
ASIC will now informally review eligible offer documents two weeks prior to public lodgement, which could reduce the IPO timetable by up to a week.
The changes mean ASIC will engage with an issuer prior to the exposure period, which decreases the need for supplementary and replacement documents and extensions to the exposure period. This also reduces the risk that market volatility and consequential pricing changes may impact investor interest in the IPO.
The changes also include a ‘no action’ position by ASIC that now allows eligible companies to accept retail investor applications during the public exposure period for new listings, cutting down the administrative timeline of the IPO process.
ASIC Chair Joe Longo said the initiatives had been developed in response to the decline in Australian IPOs and public companies, highlighted in ASIC’s recent discussion paper on the evolving dynamics between public and private markets, and form part of the agency’s regulatory simplification focus.
‘Creating a more streamlined IPO process underscores our commitment to ensuring our public markets remain attractive to companies and investors.
‘Greater deal certainty for companies should help deliver more IPOs, which means more investment opportunities so companies can expand, increase jobs and ultimately economic growth.
‘Our initial public offerings are the lowest they have been in over a decade, and companies are de-listing. Meanwhile, our secondary capital raising settings continue to be globally recognised for their speed and efficiency.
‘Earlier this year, we outlined our concerns for the future of public markets and called for actionable ideas to ensure our markets remain open, efficient and attractive to investors. I'm proud of how quickly we've been able to work with industry participants and mobilise our teams to respond to actionable ideas.
‘While we do not see regulatory settings as the silver bullet, we have received lots of ideas and are considering further regulatory adjustments to support a strong and well-functioning market,’ Mr Longo said.
The changes still allow for concerns to be raised during the public exposure period and the issue of shares and quotation will still only occur once the exposure period has ended.
ASIC’s new approach comes into effect today, and is the first in a series of regulatory changes it is considering to enhance and improve the attractiveness of Australia’s public markets.
Background
On 26 February 2025, ASIC released a discussion paper which explored the changing dynamics in capital markets in Australia and abroad, including declining listings on public markets, the rapid growth in investment capital allocated to private markets and the growing significance of superannuation funds in markets.
Trial process
The trial process is available to entities seeking the ASX fast-track listing (Eligible Entities / Eligible Companies) as part of a two-year trial starting today. ASX Fast-track is available to entities that will have a market capitalisation greater than $100 million upon listing and no ASX imposed escrow.
Eligible Entities can provide a pathfinder prospectus or pathfinder PDS to ASIC on a confidential basis, at least 14 days prior to formal lodgement for review. A pathfinder prospectus or PDS is a draft document distributed to professional or sophisticated investors which does not seek subscriptions from retail investors and is designed to facilitate the pricing of securities.
ASIC will endeavour to complete its review of the Pathfinder in the 14-day period prior to formal lodgement. ASIC will then generally not need to extend the 7-day exposure period to 14 days after lodgement other than where material new information comes to light or is included in the lodged prospectus / PDS. ASIC will retain its ability to use stop orders up until listing.
Conditions of trial
- The entity must be eligible for the ASX Fast Track application process.
- Entities must email the Pathfinder to prelodgement@asic.gov.au at least 14 days prior to formal lodgement.
- The Pathfinder must not differ in any material respect from the lodged prospectus / PDS other than for final pricing, offer amount and related metrics / financial information and as otherwise agreed with ASIC.
- Normal ASIC review processes may apply in situations where there is an extended delay between the informal review completing and formal lodgement.
- A Pathfinder review by ASIC does not endorse the contents of the Pathfinder or preclude ASIC or a third party from taking action in respect of the lodged prospectus / PDS or the offer it contains.
- ASIC will monitor the effectiveness of the trial period and reserves the right to modify or withdraw the trial at any time.
ASIC no-action position
ASIC is also announcing a class no-action position where an Eligible Company accepts an application during the exposure period. This aligns the process for prospectuses with PDSs, simplifying the process by removing the need to wait for the exposure period to lapse.
ASIC does not intend to take action for a contravention of subsections 727(3) or (6) of the Corporations Act where a person accepts an application for non-quoted securities offered under a disclosure document during the period referred to in subsection 727(3) of the Corporations Act.
ASIC’s no-action position applies only to the offers of non-quoted securities under a disclosure document issued by an Eligible Company in accordance with Chapter 6D of the Corporations Act made during the trial period.
ASIC’s general policy on ‘no-action’ positions also applies. Their status is set out in Regulatory Guide 108 No-action letters (RG 108). In particular, it should be noted:
- a no-action letter is an expression of regulatory intention about how to exercise ASIC’s powers. The purpose of a no-action letter is to provide an indication as to the future regulatory action that we might take. Entities do not need to apply to ASIC to avail themselves of this no-action position.
- an ASIC no-action letter does not necessarily preclude third parties (including the Office of Director of Public Prosecutions) from taking legal action in relation to the same conduct or conduct of that kind. Nor does it prevent a court from holding that particular conduct infringes the relevant legislation. ASIC does not represent that the conduct covered by the no-action letter will not be held to contravene the relevant legislation. Nor does ASIC undertake to intervene in an action brought by third parties in respect of such conduct.
- a no-action letter is not a guarantee that ASIC will not take action in the future.
ASIC will monitor the effectiveness of the ‘no-action’ position during the trial period and reserves the right to modify or withdraw the ‘no-action’ position at any time.
More information
- Australia’s evolving capital markets: A discussion paper on the dynamics between public and private markets
- Report 807 Evaluating the state of the Australian public equity market: Evidence from data and academic literature (REP 807)
- The future of Australia’s public and private markets – ASIC shares industry feedback and next steps (25-094MR)
- More information on Initial Public Offerings (IPOs) - Moneysmart
