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Friday 21 June 2013

13-148MR ASIC releases consolidated guidance on takeovers

ASIC has today released four new regulatory guides updating and consolidating our policies on takeovers.

The new regulatory guides cover takeover bids, substantial holdings, compulsory acquisition and buy-outs, and will also address some discrete issues ASIC has identified in its administration of the law.

The guides consolidate the bulk of our policies that cover Chapters 6-6C of the Corporations Act 2001. The new guides are:

  • Regulatory Guide 5 Relevant Interests and substantial holding notices (RG 5)

  • Regulatory Guide 6 Takeovers: Exceptions to the general prohibition (RG 6)

  • Regulatory Guide 9 Takeovers bids (RG 9)

  • Regulatory Guide 10 Compulsory acquisition and buyouts (RG 10).

The release of the RGs is accompanied by 11 new class orders referred to in our guidance, as well as associated forms.

'One of ASIC's strategic priorities is to ensure that our market is fair and efficient and issuing guidance for the market is one way to achieve our aim. By consolidating 17 of our existing regulatory guides into four, we have made our regulatory guidance clearer, more certain and more accessible for investors and companies,' Commissioner John Price said.

'The update also means our guidance is more relevant for the market and makes ASIC's approach to many key M&A issues more transparent.'

‘It is timely for ASIC to refresh our very extensive body of guidance in relation to takeovers. These regulatory guides include policy on topical issues, including rights offerings that have control implications, and the use of institutional acceptance facilities in takeover bids,’ Commissioner Price said.

ASIC today also released Report 350 Response to submissions on CP 193 Takeovers, compulsory acquisitions and substantial holdings: Update to ASIC guidance (REP 350).

REP 350 highlights the key issues which arose from the submissions ASIC received in response to Consultation Report 193 Takeovers, compulsory acquisitions and substantial holdings: Update to ASIC guidance (CP 193).

Background

In November 2012 ASIC released CP 193, in which we proposed to consolidate 17 existing regulatory guides into four new regulatory guides and to update and reissue a number of class orders relating to the new regulatory guides. The aim of the consolidation was to establish a more cogent body of takeovers policy that was easy to navigate and which outlined ASIC's current view on various takeovers issues.

ASIC received seven submissions in response to CP 193. Respondents were generally supportive of ASIC's proposal to consolidate and update its guidance.

Download:

REP 350

RG 5

RG 6

RG 9

RG 10

 

CP 193

(View non-confidential submissions to CP 193)

 

[CO 13/518] Revocation of takeover class orders

[CO 13/519] Changing the responsible entity

[CO 13/520] Relevant interests, voting power and exceptions to the general prohibition

[CO 13/521] Takeovers bids

[CO 13/522] Compulsory acquisitions and buyouts

[CO 13/523] Citation of experts and consent to quote

[CO 13/524] Bidder giving substantial holding notice

[CO 13/525] On-sale disclosure relief for scrip bids and schemes of arrangement

[CO 13/526] Warrants: Relevant interests and associations

[CO 13/527] Variation to Class Order [CO 09/459]

[CO 13/528] Changes to a bidder's statement between lodgement and dispatch

 

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

Last updated: 21/06/2013 12:00