ASIC today released a consultation paper covering proposals designed to further the extensive facilitation that ASIC relief and guidance plays in ensuring efficient public fundraising in Australia. The proposals are to remake fundraising class orders that are due to expire (‘sunset’), to update and consolidate its fundraising regulatory guidance and to issue two new legislative instruments aimed at helping reduce business costs.
The proposals are contained in Consultation Paper 239 Disclosure documents: Update to ASIC instruments and guidance (CP 239).
ASIC has reviewed 31 sunsetting class orders relating to Chapter 6D of the Corporations Actand proposes to reissue the relief in 26 class orders which we consider are operating efficiently and effectively and repeal the five class orders that are no longer required.
ASIC proposes to assist users of this relief by consolidating subject matter-related class orders and reissuing the relief in 13 legislative instruments. Each of these instruments has been drafted using ASIC’s current style and format while preserving the effect of the sunsetting class orders.
To help reduce business costs ASIC proposes to issue two new legislative instruments which will reduce the need for issuers to seek individual relief. These instruments:
- facilitate issuers to extend the time limits within which the minimum subscription and/or quotation conditions applying to an offer of securities must be satisfied and clarify how the minimum subscription and quotation condition time periods are calculated; and
- provide relief for prudentially-regulated issuers undertaking certain offers of regulatory capital securities to allow the use of a transaction-specific prospectus.
ASIC also proposes—in the interests of promoting clarity, certainty and accessibility— to update its regulatory guidance on the procedure for offering securities for issue or sale under a disclosure document lodged in accordance with Chapter 6D of the Corporations Actincluding:
- consolidating and updating seven existing regulatory guides into one new regulatory guide: draft RG 000 Offering securities under a disclosure document (draft RG 000);
- updating ASIC’s guidance on minimum subscription and quotation conditions and clarifying how we administer the exposure period; and
- minor updates to a further five related regulatory guides.
The draft ASIC instruments, draft RG 000 and draft updates to related regulatory guides are available on ASIC's website at www.asic.gov.au/cp under CP 239.
Submissions on CP 239 are due on 27 November 2015.
Download CP 239, draft regulatory guides and draft instruments.
Background
Under the Legislative Instruments Act 2003, all class orders are repealed automatically or ‘sunset’ after a specified period of time (mostly 10 years) unless ASIC takes action to exempt or preserve them. This ensures that legislative instruments like class orders are kept up to date and only remain in force while they are fit for purpose and relevant.
Where an instrument is considered to be operating effectively and efficiently and still serves a regulatory purpose we will consult on remaking it even if there will be no significant changes.