ASIC updates to policy facilitating offers by foreign companies

What is it?

ASIC has revised its guidance to facilitate Australian investors participating in foreign scrip offers, subject to certain conditions being met. The relief applies to certain:

  • Rights Issues (Instrument 2015/356)
  • Schemes of Arrangement (Instrument 2015/358)
  • Scrip bids and small scale personal offers (Instrument 2015/357)

Why the change?

A prospectus or PDS is usually required for an offer of securities received in Australia. ASIC has given conditional relief from these disclosure requirements where a foreign entity makes a relatively small number of offers in Australia, to allow Australian investors to participate in offers that might not otherwise be extended to them because of the time and expense involved in complying with regulatory requirements in multiple jurisdictions.

What does the relief apply to?

  • Rights issues where the foreign company is listed on an approved foreign market and the securities are in the same class as those already held by Australian Investors;
  • Foreign scrip takeovers where the bid class securities are quoted on an approved foreign market;
  • Scrip schemes of arrangement where the scheme is regulated in Hong Kong, Malaysia, New Zealand, Singapore, South Africa or the United Kingdom;
  • Foreign entities who make 20 or fewer offers in Australia in 12 months where the entity is listed on an approved foreign market;
  • Advertising and other notices incidentally published in Australia, which relate to foreign securities and are aimed at a foreign market.

Are there any other changes?

  • Regulatory Guide 72 Foreign securities disclosure relief, outlines the relief that ASIC grants for offers of foreign securities and interests and has been updated to reflect the new policy.
  • [CO 00/181] Foreign securities: publishing of notices and reports and [CO 00/185] Foreign securities have now sunset on the basis that the relief was not required.

Leave a Reply

Your email address will not be published. Required fields are marked *