ASIC has today released an updated Regulatory Guide 60 Schemes of arrangement (RG 60) and Consultation Paper 127 Schemes of arrangement: Statements under s411(17)(b) (CP 127).
Updated Regulatory Guide 60 Schemes of arrangement (RG 60)
RG 60 combines the now superseded Regulatory Guide 60 Schemes of arrangement — s411(17) and Regulatory Guide 142 Schemes of arrangement and ASIC review. The update is largely minor and technical.
RG 60 explains:
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ASIC’s role under the scheme provisions in Pt 5.1 of the Corporations Act (the Act);
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the matters we consider when reviewing scheme documents; and
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how we determine whether to provide a ‘no objection’ statement under s411(17)(b) of the Act.
Consultation Paper 127 Schemes of arrangement: Statements under s411(17)(b) (CP 127)
ASIC is seeking feedback on whether, in particular circumstances, ASIC should give a ‘no objection’ statement under s411(17)(b) of the Act. Comments are due on CP 127 by Monday 29 March 2010.
Future guidance on ‘Reverse takeover’ schemes
A scheme results in a reverse takeover if consideration for the members of the company proposing the scheme (the target company) is shares in the offeror company, and the scheme results in a change in control of the offeror company or has a material effect on control of the offeror company.
ASIC is considering what future guidance might be provided regarding these types of schemes in light of the decision in Re Gloucester Coal Limited 01R(a) and (b) [2009] ATP 9. In the meantime, we encourage any person proposing a reverse takeover in these circumstances to consult with us very early in the planning stage.
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