Following public consultation, ASIC has updated its fundraising relief and guidance, to continue the important role these regulatory documents serve in facilitating efficient public fundraising in Australia. ASIC has remade fundraising class orders that were due to expire (‘sunset’), updated and consolidated its fundraising regulatory guidance, and issued two new legislative instruments aimed at helping reduce business costs.
ASIC reviewed 31 sunsetting class orders relating to Chapter 6D of the Corporations Act, reissuing the relief in 26 of those class orders which were operating efficiently and effectively, and repealing five class orders that were no longer required.
To assist users of this relief, the 26 class orders have been consolidated by subject matter into 13 new legislative instruments, which have been drafted using ASIC’s current style and format while preserving their effect.
To help reduce business costs ASIC has issued two new legislative instruments which will promote commercial certainty and reduce the need for issuers to seek individual relief. These instruments:
- facilitate issuers extending the time limits within which the minimum subscription and/or quotation conditions applying to an offer of securities must be satisfied, and clarify how these 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 has also—in the interests of promoting clarity, certainty and accessibility—updated 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 Act including:
- consolidating and updating seven existing regulatory guides into one new regulatory guide: Regulatory Guide 254 Offering securities under a disclosure document (RG 254);
- 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.
ASIC today also released Report 473 Response to submissions on CP 239 Disclosure documents: Update to ASIC instruments and Guidance (REP 473).
REP 473 highlights the key issues which arose from the submissions ASIC received in response to Consultation Paper 239 Disclosure documents: Update to ASIC instruments and guidance (CP 239)
Background
In September 2015, ASIC released CP 239, in which we consulted on proposals to update and reorganise a range of our guidance on Chapter 6D of the Corporations Act, and remake a number of legislative instruments to which those guides relate. Submissions closed on 27 November 2015. (refer: 15-260MR)
ASIC received four submissions in response to CP 239. Respondents were generally supportive of our proposal to update and consolidate our guidance. The matters on which issues were raised, or more detailed comments provided, differed among respondents. A summary of those issues and comments, and our responses, is provided in REP 473.
We have prepared a table which cross-references parts of our previous guidance that have been consolidated into RG 254 and identifies which legislative instruments supersede particular class orders.
View the table of consolidation of fundraising instruments and guidance
Download
Updated guidance
- Regulatory Guide 254 Offering securities under a disclosure document
- Regulatory Guide 55 Statements in disclosure documents and PDSs: Consent to quote
- Regulatory Guide 66 Transaction-specific disclosure for PDSs
- Regulatory Guide 173 Disclosure for on-sale of securities and other financial products
- Regulatory Guide 189 Disclosure relief for rights issues
- Regulatory Guide 228 Prospectuses: Effective disclosure for retail investors
New and remade legislative instruments
- ASIC Corporations (Minimum Subscription and Quotation Conditions) Instrument 2016/70
- ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71
- ASIC Corporations (Consents to Statements) Instrument 2016/72
- ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73
- ASIC Corporations (Exposure Period) Instrument 2016/74
- ASIC Corporations (Debenture Prospectuses) Instrument 2016/75
- ASIC Corporations (Offer Information Statements) Instrument 2016/76
- ASIC Corporations (Options: Bonus Issues) Instrument 2016/77
- ASIC Corporations (Substituted Supplementary Disclosure Documents) Instrument 2016/78
- ASIC Corporations (Market Research and Roadshows) Instrument 2016/79
- ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80
- ASIC Corporations (Sale Offers By Controllers) Instrument 2016/81
- ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2016/82
- ASIC Corporations (Offers of Convertibles) Instrument 2016/83
- ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84