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Takeovers and reconstructions

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Important notice about lodgement of documents

Takeover documents are now lodged with ASIC through the ASIC Regulatory Portal.

Related information

Home > Regulatory resources > Fundraising > Changes to how you lodge fundraising and corporate finance documents > About each transaction and how they work in the portal

Applications for relief should also be submitted through the ASIC Regulatory Portal. Fees will apply to an application and details about payment options are provided in the portal.

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Regulatory reform

Sunsetting class orders

CP 365 Remaking ASIC class orders on takeovers, compulsory acquisitions and relevant interests (see 22-331MR)

2013 consolidation of takeovers guidance

In June 2013 we consolidated our previous 17 regulatory guides about takeovers into 4 new regulatory guides: see Cross-references: takeovers guidance June 2013 to previous guides

Relevant interests and substantial holding notices

This section contains:

Overview

RG 5 Relevant interests and substantial holding notices (see 20-198MR and REP 667 Response to submissions on CP 328 Initial public offers: Relief for voluntary escrow arrangements and pre-prospectus communications)

ASIC Corporations (IPO Communications) Instrument 2020/722 (see 20-198MR and REP 667 Response to submissions on CP 328 Initial public offers: Relief for voluntary escrow arrangements and pre-prospectus communications)

RG 222 Substantial holding disclosure: Securities lending and prime broking (see also 19-193MR and CP 319)

ASIC Corporations (IDPS - Relevant Interests) Instrument 2015/1067

ASIC Corporations (Securities Lending Arrangements) Instrument 2021/821 (see 19-193MR, CP 319 and submissions and REP 706)

CO 12/1209 Relevant interests, ASIC and ASIC Chairperson

CO 13/520 Relevant interests, voting power and exceptions to the general prohibition (see 20-198MR; ASIC Corporations (IPO Communications) Instrument 2020/722; REP 667; CP 328 and submissions)

CO 13/524 Bidder giving substantial holding notice

CO 13/526 Warrants: Relevant interests and associations

ASIC Corporations (Stub Equity in Control Transactions) Instrument 2020/734 (see 20-222MR; REP 669; CP 312 and submissions)

Time periods

RG 7 Calculating time periods

Institutional investors

RG 128 Collective action by institutional investors

REP 438 Response to submissions on CP 228 Collective action by investors: Update to RG 128 

Beneficial tracing notices

RG 86 Beneficial ownership notices

Director notification

RG 193 Notification of directors' interests in securities – Listed companies

ASIC Corporations (Disclosure of Directors' Interests) Instrument 2016/881

INFO 50 Notifying the ASX about directors' interests in company securities

Forms

Form 603 Notice of initial substantial holder

Form 604 Notice of change of interests of substantial holder

Form 605 Notice of ceasing to be a substantial holder

Exceptions to the takeovers prohibition

This section contains:

Overview

RG 6 Takeovers: Exceptions to the general prohibition (see also 20-253MR; REP 670; CP 326 and submissions)

RG 60 Schemes of arrangement

Related information

ASIC Corporations (Stub Equity in Control Transactions) Instrument 2020/734 (See 20-222MR and REP 669 Response to submissions on CP 312 Stub equity in control transactions)

RG 74 Acquisitions agreed to by shareholders

RG 101 On-market buy-backs by ASX-listed schemes

RG 110 Share buy-backs

ASIC Corporations (ASX-listed Schemes On-market Buy-backs) Instrument 2016/1159

ASIC Corporations (Takeovers - Accelerated Rights Issues) Instrument 2015/1069

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

CO 13/521 Takeover bids

Downstream acquisitions

RG 71 Downstream acquisitions

ASIC Corporations (Unsolicited Offers - Foreign Bids) Instrument 2015/1070

ASIC Corporations (Approved Foreign Financial Markets) Instrument 2015/1071

CO 05/84 JSE Securities Exchange South Africa added to ASIC's downstream acquisition takeover relief

Institutional investors

RG 128 Collective action by institutional investors

Takeover bids

This section contain:

Overview

RG 9 Takeover bids

ASIC Corporations (Stub Equity in Control Transactions) Instrument 2020/734 (See 20-222MR and REP 669 Response to submissions on CP 312 Stub equity in control transactions)

CO 13/521 Takeover bids

ASIC Corporations (Consents to Statements) Instrument 2016/72

CO 13/524 Bidder giving substantial holding notice

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

CO 13/528 Changes to a bidder's statement between lodgement and despatch

ASIC Corporations (Stub Equity in Control Transactions) Instrument 2020/734 (See 20-222MR and REP 669 Response to submissions on CP 312 Stub equity in control transactions)

Disclosures to target holders

RG 9 Takeover bids

Related information

ASIC Corporations (Stub Equity in Control Transactions) Instrument 2020/734 (See 20-222MR and REP 669 Response to submissions on CP 312 Stub equity in control transactions)

RG 55 Statements in disclosure documents and PDSs: Consent to quote

RG 66 Transaction-specific disclosure

RG 111 Content of expert reports (see also 20-253MR; REP 670; CP 326 and submissions)

RG 112 Independence of experts

RG 170 Prospective financial information

RG 228 Prospectuses: Effective disclosure for retail investors

RG 230 Disclosing non-IFRS financial information

ASIC Corporations (Consents to Statements) Instrument 2016/72

INFO 214 Mining and resources - forward looking statements

False and misleading statements

RG 25 Takeovers: false and misleading statements

Time periods

RG 7 Calculating time periods

Announcing / withdrawing the bid

RG 59 Announcing and withdrawing takeover bids (s653 and s746)

Minimum bid price

RG 163 Takeovers: Minimum bid price principle

ASIC Corporations (Minimum Bid Price) Instrument 2015/1068

Share and interest sale facilities

RG 161 Share and interest sale facilities 

Foreign targets

RG 71 Downstream acquisitions

Scrip bids

RG 72 Foreign securities prospectus relief

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

Acquisitions approved by members

RG 74 Acquisitions approved by members

Compulsory acquisitions

This section contains:

Overview

RG 10 Compulsory acquisitions and buy-outs

CO 13/522 Compulsory acquisitions and buy-outs

Expert reports

RG 111 Content of expert reports (see 20-253MR and REP 670 Response to submissions on CP 326 Chapter 6 relief for share transfers using s444GA of the Corporations Act)

RG 112 Independence of experts

Forms

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

Schemes of arrangement

RG 60 Schemes of arrangement

Related information

ASIC Corporations (Stub Equity in Control Transactions) Instrument 2020/734 (see 20-222MR and REP 669 Response to submissions on CP 312 Stub equity in control transactions)

RG 72 Foreign securities prospectus relief

RG 71 Downstream acquisitions

RG 111 Content of expert reports (see 20-253MR and REP 670 Response to submissions on CP 326 Chapter 6 relief for share transfers using s444GA of the Corporations Act))

RG 112 Independence of experts

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

Buy-backs

RG 101 On-market buy-backs by ASX-listed schemes

RG 110 Share buy-backs

RG 111 Content of expert reports (see 20-253MR and REP 670 Response to submissions on CP 326 Chapter 6 relief for share transfers using s444GA of the Corporations Act))

RG 112 Independence of experts

ASIC Corporations (ASX-listed Schemes On-market Buy-backs) Instrument 2016/1159

INFO 15 Cancellation of shares

INFO 56 Reduction in share capital

Capital reductions

RG 111 Content of expert reports (see 20-253MR and REP 670 Response to submissions on CP 326 Chapter 6 relief for share transfers using s444GA of the Corporations Act))

RG 112 Independence of experts

RG 188 Disclosure in reconstructions

ASIC Corporations (Capital Reductions and Reconstructions—Technical Disclosure Relief) Instrument
2017/242

INFO 15 Cancellation of shares

INFO 56 Reduction in share capital

Expert reports

RG 71 Downstream acquisitions

RG 111 Content of expert reports (see 20-253MR and REP 670 Response to submissions on CP 326 Chapter 6 relief for share transfers using s444GA of the Corporations Act))

RG 112 Independence of experts

RG 264 Sell-side research

REP 486 Sell-side research and corporate advisory: Confidential information and conflicts

Last updated: 15/05/2023 03:50