Takeovers and reconstructions
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Latest developments
Remade legislative instruments: Takeovers, compulsory acquisitions and relevant interests (September 2023)
Seven remade legislative instruments relating to takeovers, compulsory acquisitions and relevant interests replacing existing relief that was due to sunset on 1 October 2023.
ASIC Corporations (Changing the Responsible Entity) Instrument 2023/681
ASIC Corporations (Takeover Bids) Instrument 2023/683
ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684
ASIC Corporations (Bidder Giving Substantial Holding Notice) Instrument 2023/685
ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687
ASIC Corporations (Replacement Bidder’s and Target’s Statements) Instrument 2023/688
ASIC Corporations, Credit and Superannuation (Amendment and Repeal) Instrument 2023/699
Report 773 Response to submissions on CP 365 Remaking ASIC class orders on takeovers, compulsory acquisitions and relevant interests (REP 773) details the submissions received in response to Consultation Paper 365 Remaking ASIC class orders on takeovers, compulsory acquisitions and relevant interests (CP 365).
Amended:
- ASIC Corporations (Managed Discretionary Account Services) Instrument 2016/968
- ASIC Corporations (Relevant interests, ASIC and ASIC Chairperson) Instrument 2023/194
Repealed:
- Class Order [CO 13/519] Changing the responsible entity
- Class Order [CO 13/520] Relevant interests, voting power and exceptions to the general prohibition
- Class Order [CO 13/521] Takeover bids
- Class Order [CO 13/522] Compulsory acquisitions and buyouts
- Class Order [CO 13/524] Bidder giving substantial holding notice
- Class Order [CO 13/525] On-sale disclosure relief for scrip bids and schemes of arrangement
- Class Order [CO 13/526] Warrants: Relevant interests and associations
- Class Order [CO 13/528] Changes to a bidder's statement between lodgement and dispatch
- Class Order [CO 13/898] Representative proceedings and proof of debt arrangements funded by conditional costs agreements
- Class Order [CO 14/1252] Technical modifications to Schedule 10 of the Corporations Regulations
- ASIC Credit (Repeal) Instrument 2016/1087
- ASIC Superannuation (RSE Websites) Instrument 2017/570
- ASIC Corporations (Repeal and Transitional—Relief for Providers of Retirement Estimates) Instrument 2022/204
Withdrawn: Regulatory Guide 252 Keeping superannuation websites up to date (RG 252).
2013 consolidation of takeovers guidance
In June 2013 we consolidated our previous 17 regulatory guides about takeovers into 4 new regulatory guides: see Cross-references: takeovers guidance June 2013 to previous guides
Relevant interests and substantial holding notices
This section contains:
- Overview
- Time periods
- Institutional investors
- Beneficial tracing notices
- Director notification
- Forms
Overview
ASIC remakes sunsetting legislative instruments on takeovers, compulsory acquisitions and relevant interests (23-263MR): see Remade legislative instruments above
ASIC Corporations (Takeover Bids) Instrument 2023/683
ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684
ASIC Corporations (Bidder Giving Substantial Holding Notice) Instrument 2023/685
ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687
ASIC Corporations (Replacement Bidder’s and Target’s Statements) Instrument 2023/688
Regulatory guides
RG 5 Relevant interests and substantial holding notices (see 20-198MR and REP 667 Response to submissions on CP 328 Initial public offers: Relief for voluntary escrow arrangements and pre-prospectus communications)
RG 222 Substantial holding disclosure: Securities lending and prime broking (see also 19-193MR and CP 319)
Legislative instruments
ASIC Corporations (IDPS - Relevant Interests) Instrument 2015/1067
ASIC Corporations (IPO Communications) Instrument 2020/722 (see 20-198MR and REP 667 Response to submissions on CP 328 Initial public offers: Relief for voluntary escrow arrangements and pre-prospectus communications)
ASIC Corporations (Stub Equity in Control Transactions) Instrument 2020/734 (see 20-222MR; REP 669; CP 312 and submissions)
ASIC Corporations (Securities Lending Arrangements) Instrument 2021/821 (see 19-193MR, CP 319 and submissions and REP 706)
Time periods
RG 7 Calculating time periods
Institutional investors
RG 128 Collective action by institutional investors
REP 438 Response to submissions on CP 228 Collective action by investors: Update to RG 128
Beneficial tracing notices
RG 86 Beneficial ownership notices
Director notification
RG 193 Notification of directors' interests in securities – Listed companies
ASIC Corporations (Disclosure of Directors' Interests) Instrument 2016/881
INFO 50 Notifying a market operator about directors’ interests in company securities
Forms
Form 603 Notice of initial substantial holder
Form 604 Notice of change of interests of substantial holder
Form 605 Notice of ceasing to be a substantial holder
Exceptions to the takeovers prohibition
This section contains:
Overview
RG 6 Takeovers: Exceptions to the general prohibition (see also 20-253MR; REP 670; CP 326 and submissions)
RG 60 Schemes of arrangement
Related information
ASIC Corporations (Stub Equity in Control Transactions) Instrument 2020/734 (See 20-222MR and REP 669 Response to submissions on CP 312 Stub equity in control transactions)
RG 74 Acquisitions agreed to by shareholders
RG 101 On-market buy-backs by ASX-listed schemes
RG 110 Share buy-backs
ASIC Corporations (ASX-listed Schemes On-market Buy-backs) Instrument 2016/1159
ASIC Corporations (Takeovers - Accelerated Rights Issues) Instrument 2015/1069
ASIC Corporations (Takeover Bids) Instrument 2023/683
ASIC Corporations (Bidder Giving Substantial Holding Notice) Instrument 2023/685
ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687
Downstream acquisitions
RG 71 Downstream acquisitions
ASIC Corporations (Unsolicited Offers - Foreign Bids) Instrument 2015/1070
ASIC Corporations (Approved Foreign Financial Markets) Instrument 2015/1071
CO 05/84 JSE Securities Exchange South Africa added to ASIC's downstream acquisition takeover relief
Institutional investors
RG 128 Collective action by institutional investors
Takeover bids
This section contain:
- Overview
- Disclosures to target holders
- False and misleading statements
- Time periods
- Announcing/withdrawing the bid
- Minimum bid price
- Share and interest sale facilities
- Foreign targets
- Script bids
- Acquisitions approved by members
Overview
RG 9 Takeover bids
ASIC Corporations (Stub Equity in Control Transactions) Instrument 2020/734 (See 20-222MR and REP 669 Response to submissions on CP 312 Stub equity in control transactions)
ASIC Corporations (Consents to Statements) Instrument 2016/72
ASIC Corporations (Takeover Bids) Instrument 2023/683
ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684
ASIC Corporations (Bidder Giving Substantial Holding Notice) Instrument 2023/685
ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687
ASIC Corporations (Replacement Bidder’s and Target’s Statements) Instrument 2023/688
Disclosures to target holders
RG 9 Takeover bids
Related information
ASIC Corporations (Stub Equity in Control Transactions) Instrument 2020/734 (See 20-222MR and REP 669 Response to submissions on CP 312 Stub equity in control transactions)
RG 55 Statements in disclosure documents and PDSs: Consent to quote
RG 66 Transaction-specific disclosure
RG 111 Content of expert reports (see also 20-253MR; REP 670; CP 326 and submissions)
RG 112 Independence of experts
RG 170 Prospective financial information
RG 228 Prospectuses: Effective disclosure for retail investors
RG 230 Disclosing non-IFRS financial information
ASIC Corporations (Consents to Statements) Instrument 2016/72
INFO 214 Mining and resources - forward looking statements
False and misleading statements
RG 25 Takeovers: false and misleading statements
Time periods
RG 7 Calculating time periods
Announcing / withdrawing the bid
RG 59 Announcing and withdrawing takeover bids (s653 and s746)
Minimum bid price
RG 163 Takeovers: Minimum bid price principle
ASIC Corporations (Minimum Bid Price) Instrument 2015/1068
Share and interest sale facilities
RG 161 Share and interest sale facilities
Foreign targets
RG 71 Downstream acquisitions
Scrip bids
RG 72 Foreign securities prospectus relief
Acquisitions approved by members
RG 74 Acquisitions approved by members
Compulsory acquisitions
This section contains:
Overview
RG 10 Compulsory acquisitions and buy-outs
ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684
Expert reports
RG 111 Content of expert reports (see 20-253MR and REP 670 Response to submissions on CP 326 Chapter 6 relief for share transfers using s444GA of the Corporations Act)
RG 112 Independence of experts
Forms
Form 6021 Notice of compulsory acquisition following takeover bid
Form 6022 Notice of right of buy out to remaining holder of securities following a takeover bid
Form 6023 Notice of right of buy out to holders of convertible securities following a takeover bid
Form 6024 Notice of compulsory acquisition
Form 6025 Notice of right of buy out to holders of convertible securities by 100% holder
Schemes of arrangement
RG 60 Schemes of arrangement
Related information
ASIC Corporations (Stub Equity in Control Transactions) Instrument 2020/734 (see 20-222MR and REP 669 Response to submissions on CP 312 Stub equity in control transactions)
RG 72 Foreign securities prospectus relief
RG 71 Downstream acquisitions
RG 111 Content of expert reports (see 20-253MR and REP 670 Response to submissions on CP 326 Chapter 6 relief for share transfers using s444GA of the Corporations Act))
RG 112 Independence of experts
Buy-backs
RG 101 On-market buy-backs by ASX-listed schemes
RG 110 Share buy-backs
RG 111 Content of expert reports (see 20-253MR and REP 670 Response to submissions on CP 326 Chapter 6 relief for share transfers using s444GA of the Corporations Act))
RG 112 Independence of experts
ASIC Corporations (ASX-listed Schemes On-market Buy-backs) Instrument 2016/1159
INFO 15 Cancellation of shares
INFO 56 Reduction in share capital
Capital reductions
RG 111 Content of expert reports (see 20-253MR and REP 670 Response to submissions on CP 326 Chapter 6 relief for share transfers using s444GA of the Corporations Act))
RG 112 Independence of experts
RG 188 Disclosure in reconstructions
INFO 15 Cancellation of shares
INFO 56 Reduction in share capital
Expert reports
RG 71 Downstream acquisitions
RG 111 Content of expert reports (see 20-253MR and REP 670 Response to submissions on CP 326 Chapter 6 relief for share transfers using s444GA of the Corporations Act))
RG 112 Independence of experts
RG 264 Sell-side research
REP 486 Sell-side research and corporate advisory: Confidential information and conflicts