ASIC is seeking feedback on its proposal to remake 18 sunsetting legislative instruments (CS 36) which provide miscellaneous relief from Chs 6, 6C, 6D and Pt 7.9 of the Corporations Act 2001 (Corporations Act).
The legislative instruments are due to sunset on 1 April 2026.
The purpose of the remake is to ensure that the relevant fundraising and mergers and acquisitions provisions of the Corporations Act continue to operate efficiently and effectively.
ASIC proposes to remake the legislative instruments on largely the same terms, for a period of five years.
General changes include:
- adding a simplified outline to explain the legislative instrument in simple terms
- updating for changes to the Corporations Act including the recent change in terminology from ‘prescribed financial market’ to ‘declared financial market’
- reframing the class of persons eligible for Pt 7.9 relief, and
- removing references to outdated class orders (where no longer relevant).
These changes are intended to improve clarity, not change the operation of the relief.
Other proposed changes include:
- adding Belgium, Norway and Portugal in the remake of ASIC Corporations (Unsolicited Offers—Foreign Bids) Instrument 2015/1070
- amending subparagraph 5(1)(d)(i) in the remake of ASIC Corporations (Real Estate Companies) Instrument 2015/1049
- amending and renumbering the declaration in the remake of ASIC Corporations (IDPS – Relevant Interests) Instrument 2015/1067.
The legislative instruments proposed to be remade are:
- ASIC Corporations (Minimum Subscription and Quotation Conditions) Instrument 2016/70
- ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71
- ASIC Corporations (Consents to Statements) Instrument 2016/72
- ASIC Corporations (Exposure Period) Instrument 2016/74
- ASIC Corporations (Debenture Prospectuses) Instrument 2016/75
- ASIC Corporations (Substituted Supplementary Disclosure Documents) Instrument 2016/78
- ASIC Corporations (Market Research and Roadshows) Instrument 2016/79
- ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80
- ASIC Corporations (Sale Offers By Controllers) Instrument 2016/81
- ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2016/82
- ASIC Corporations (Offers of Convertibles) Instrument 2016/83
- ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84
- ASIC Corporations (Real Estate Companies) Instrument 2015/1049
- ASIC Corporations (IDPS—Relevant Interests) Instrument 2015/1067
- ASIC Corporations (Minimum Bid Price) Instrument 2015/1068
- ASIC Corporations (Takeovers—Accelerated Rights Issues) Instrument 2015/1069
- ASIC Corporations (Unsolicited Offers—Foreign Bids) Instrument 2015/1070
- ASIC Corporations (Approved Foreign Markets—Buybacks and Takeovers) Instrument 2015/1071
Sunsetting aims to ensure that legislative instruments are kept up to date and only remain in force for as long as they are needed.
Providing feedback
ASIC invites feedback on its proposal to remake the legislative instruments, which are due to sunset on 1 April 2026.
Feedback should be sent to rri.consultation@asic.gov.au by 5pm AEDT on 19 December 2025.
Background
Chapter 6 of the Corporations Act sets out the rules and procedures applying to a takeover bid which are designed to promote the principles underlying the takeover provisions set out in s602.
Chapter 6C includes the substantial holding disclosure requirements.
Chapter 6D regulates the making of offers for the issue or sale of securities. An offer of securities for issue requires a disclosure document (e.g. a prospectus), unless an exemption applies. An offer of securities for sale only requires disclosure in specific circumstances. Part 7.9 contains similar provisions in respect of offers of financial products.
The ASIC instruments that are due to sunset contain miscellaneous relief from certain requirements of the Corporations Act.
More information
- CS 36 Proposed remake of relief for fundraising and mergers and acquisitions
- Regulatory Guide 254 Offering securities under a disclosure document (RG 254)
- Regulatory Guide 189 Disclosure relief for rights issues (RG 189)
- Regulatory Guide 173 Disclosure for on-sale of securities and other financial products (RG 173)
- Regulatory Guide 169 Hawking and disclosure: Discretionary powers (RG 169)
- Regulatory Guide 71 Downstream acquisitions (RG 71)
- Regulatory Guide 67 Real estate companies (RG 67)
- Regulatory Guide 55 Statements in disclosure documents and PDSs: Consent to quote (RG 55)
- Regulatory Guide 9 Takeover bids (RG 9)
- Regulatory Guide 5 Relevant interests and substantial holding notices (RG 5)
- Regulatory Guide 6 Takeovers: Exceptions to the general prohibition (RG 6)
