• AST ASIC released Consultation paper 365 remaking ASIC class orders on takeovers, compulsory acquisitions and relevant interests; seeks feedback regarding the same.
• 9 class orders will expire (sunset) if not remade; does not propose significant changes.
• AST ASIC said that it proposes to remake nine of its class orders on takeovers, compulsory acquisitions as well as relevant interests into AST ASIC instruments.
• Follows AST PRL November 2022 bill re improving business communication.

Context

• On 23 November 2022, AST GVT introduced the first tranche of legislation to move certain AST ASIC legislative instruments directly into the primary acts and regulations.
• As those instruments approach their end dates, AST GVT, AST ASIC will progressively review the instruments to decide whether structure and navigability of the law would be improved if the instruments were instead contained in primary law or regulations.

Class Orders

• These are: Class order [CO 12/1209] relevant interests, ASIC and ASIC chairperson.
• Class order [CO 13/519] changing the responsible entity; as well as Class order [CO 13/520] relevant interests, voting power and exceptions to the general prohibition.
• Also Class order [CO 13/521] takeover bids; Class order [CO 13/522] compulsory acquisitions, buyouts; Class order [CO 13/524] bidder giving substantial holding notice; Class order [CO 13/525] on-sale disclosure relief for scrip bids, schemes.
• Class order [CO 13/526] warrants: relevant interests and associations; as well as Class order [CO 13/528] changes to a bidder’s statement between lodgement and dispatch.
• All are due to sunset 1 October 2023, except for CO 12/1209 which sunsets 1 April 2023.

Draft Instruments

• ASIC corporations (relevant interests, ASIC and ASIC chairperson) instrument 2023/XXX; ASIC corporations (changing the responsible entity) instrument 2023/XXX.
• ASIC corporations (relevant interests, voting power, exceptions to general prohibition) instrument 2023/XXX; ASIC corporations (takeover bids) instrument 2023/XXX; and ASIC corporations (compulsory acquisitions and buyouts) instrument 2023/XXX.
• ASIC corporations (bidder giving substantial holding notice) instrument 2023/XXX.
• As well as ASIC corporations (on-sale disclosure relief for scrip bids, schemes of arrangement) instrument 2023/XXX; also ASIC corporations (warrants: relevant interests and associations) instrument 2023/XXX; further, ASIC corporations (changes to a bidder’s statement between lodgment and dispatch) instrument 2023/XXX.

Proposed Minor Changes

• AST ASIC consulting on several minor changes to 9 instruments to improve operation of the provisions; these minor changes consider developments as well as innovations.
• That is, those observed in market over time; changes also address technical issues.
• As well as anomalies AST ASIC identified in course of administration of the provisions.
• Said that it proposes to remake the instruments with a five-year sunsetting period.

AST ASIC Comments

• The fundamental policy principles that underpin the class orders have not changed.
• AST ASIC said it is seeking feedback on the proposals to remake these instruments if they are not incorporated into the primary law before they are due to expire.

Effectiveness

• The comment period for this consultation closes on 23 January 2023.