Companies listing on Australia’s public market will have greater flexibility to publicise upcoming IPOs under proposals released today by ASIC.

The proposed changes extend ASIC’s existing relief from Corporations Act restrictions, allowing companies greater advertising and publicity opportunities before lodging a prospectus. They respond to industry feedback received as part of ASIC’s discussion paper on Australia’s evolving capital markets, which commented that current IPO advertising and publicity rules do not reflect modern information-sharing practices.

ASIC’s changes aim to modernise and simplify the pre-lodgement advertising framework for IPOs by:

• Bringing the rules in line with comparable international jurisdictions and other domestic fundraising regimes, such as crowd-sourced equity funding and offers made under a product disclosure statement
• Allowing offerors to communicate in a controlled and accountable way
• Helping companies gauge market interest, improve information quality and enabling timely clarification or corrections
• Providing earlier regulatory visibility of potential offers and related market activity
• Maintaining core investor safeguards by reinforcing the prospectus as the primary disclosure document for investment decisions.

ASIC Commissioner Simone Constant said, ‘These proposals strike the right balance between supporting capital raising in our public markets and protecting investors. They narrow an unnecessary part of the gap between capital raising rules in public and private markets, giving companies more flexibility in communicating with investors and the market. At the same time, they maintain robust safeguards and reinforce the central role of the prospectus as a key disclosure document.

‘By getting this balance right, we can encourage market participation while ensuring investors have access to clear, reliable and timely information before making investment decisions.

‘This proposal is another initiative that promotes Australia’s public markets as attractive for new listings. In this new financial year, we will keep working through the list of new ways we have identified to narrow unnecessary gaps between public and private markets and make sensible changes that promote thriving and fair Australian public and private markets which are an attractive destination for investment and innovation. This is about helping Australia – which is a nation of investors - to be as great a place to invest as it can be.’

Under the proposed rules, companies could advertise unquoted securities as long as they:

• identify the issuer and the seller of the security
• ensure a prospectus is made available by the time a security is listed
• make it clear where and when a prospectus will be made available
• direct investors to the disclosure document as the key source of information before making an investment decision.

ASIC is seeking feedback on its proposal by 11 September 2026.

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Consultation Paper 390 Proposed reform to the pre-lodgement advertising and publicity regime

Background

Current rules for pre-lodgement communication

Under existing laws, companies are generally prohibited from advertising or publicising offers of securities that require a disclosure document to prevent selective information being drip-fed to the market, discourage inadequate analysis and to ensure investors base their decisions on the disclosure document rather than advertising or other publicity.

A limited exception to the general prohibition applies to pre‑lodgement advertising for offers of unquoted securities that requires a disclosure document, such as IPOs, allowing an offeror to publish narrowly prescribed information only. In practice, this limited exception permits only basic, factual disclosure prior to lodgement and significantly constrains broader communications regarding IPOs.

ASIC’s proposed changes to the pre-prospectus advertising regime broaden this exception in line with international regulatory settings.

Advancing Australia’s evolving capital markets

On 26 February 2025, ASIC released a discussion paper on Australia’s evolving capital markets exploring the shifting dynamics between public and private markets in Australia. It highlighted issues such as declining public listings, rapid growth in investment capital allocated to private markets, and the growing significance of superannuation funds. The paper outlined preliminary views on the opportunities and risks in public and private markets and invited feedback based on eight foundational questions.

On 10 June 2025, ASIC announced that entities listing on the ASX via the fast-track process have access to a shorter IPO timetable, reducing the deal execution risk as part of a two-year trial in which eligible offer documents are informally reviewed two weeks prior to public lodgement, reducing an IPO timeline by up to a week.

On 5 November 2025, ASIC released a report responding to the feedback to the discussion paper. REP 823 acknowledged the need to modernise the pre-prospectus advertising and publicity rules, noting that current restrictions are outdated given modern information sharing practices, and are also inconsistent with the product disclosure statement (PDS) advertising and publicity regime.

On 23 July 2026, ASIC announced a principles-based proposal to simplify Regulatory Guide 264 Sell-side Research (RG 264), reducing the guidance from 42 pages to eight, to facilitate greater investment in the local market. The proposed reforms respond to industry feedback to the discussion paper on Australia’s evolving markets and reinforces ASIC’s regulatory simplification work. A copy of the draft updated regulatory guide and the proposed changes are available on the consultation webpage at CS 59 Proposed updates to RG 264.

REP 823 outlined ASIC’s proposed approach to addressing these issues, including reviewing relevant portions of RG 254 and considering a class instrument.