media release (15-240MR)

ASIC remakes instruments and updates policy facilitating offers by foreign companies

Published

Following public consultation, ASIC has remade six legislative instruments that facilitate Australian investors participating in foreign scrip offers, when appropriate safeguards are in place.

The relief applies to certain rights issues, schemes of arrangement, scrip bids and small scale personal offers and is set out in the following legislative instruments:

  • ASIC Corporations (Compromises or Arrangements) Instrument 2015/358
  • ASIC Corporations (Foreign Rights Issues) Instrument 2015/356
  • ASIC Corporations (Foreign Scrip Bids) Instrument 2015/357
  • ASIC Corporations (Foreign Securities – Incidental Advertising) Instrument 2015/360
  • ASIC Corporations (Foreign Securities – Publishing Notices) Instrument 2015/359
  • ASIC Corporations (Foreign Small Scale Offers) Instrument 2015/362.

ASIC remade these instruments without significant changes before they were due to sunset over the next few years under the Legislative Instruments Act 2003.

Our policy on relief for foreign offers is set out in Regulatory Guide 72 Foreign securities: Disclosure relief (RG 72), which has also been updated.

Background

The Corporations Act requires a prospectus or Product Disclosure Statement for an offer of securities or interests that is received in Australia (unless an exemption applies). ASIC has given conditional relief from these disclosure requirements where a foreign entity makes a relatively small number of offers in Australia.

The relief allows Australian investors to participate in offers that might not otherwise be extended to them because of the time and expense involved in complying with regulatory requirements in multiple jurisdictions. The relief is subject to conditions to ensure adequate safeguards are in place. For example, much of the relief applies where the foreign securities are quoted on an approved foreign market.

The relief applies to:

  • rights issues where foreign company is listed on an approved foreign market and the securities are in the same class as those already held by Australian investors: ASIC Corporations (Foreign Rights Issues) Instrument 2015/356
  • foreign scrip takeovers where the bid class securities are quoted on an approved foreign market: ASIC Corporations (Foreign Scrip Bids) Instrument 2015/357
  • scrip schemes of arrangement where the scheme is regulated in Hong Kong, Malaysia, New Zealand, Singapore, South Africa or the United Kingdom: ASIC Corporations (Compromises or Arrangements) Instrument 2015/358
  • foreign entities making 20 or few offers in Australia in 12 months where the entity is listed on an approved foreign market: ASIC Corporations (Foreign Small Scale Offers) Instrument 2015/362
  • advertising and other notices relating to foreign securities that is aimed at a foreign market and only incidentally published in Australia: ASIC Corporations (Foreign Securities – Incidental Advertising) Instrument 2015/360, ASIC Corporations (Foreign Securities – Publishing Notices) Instrument 2015/359

ASIC did not receive any submissions in response to its consultation on remaking this relief, under Consultation Paper 225 Remaking of ASIC class orders on offers of foreign securities (CP 225), and therefore remade the instruments substantially in the form consulted on.

CP 225 also consulted on allowing [CO 00/181] Foreign securities: publishing of notices and reports and [CO 00/185] Foreign securities to sunset on the basis that the relief was not required. We did not receive any objections and have repealed [CO 00/181] and [CO 00/185].

Media enquiries: Contact ASIC Media Unit