ASIC Corporations (Foreign Rights Issues) Instrument 2015/356 (Cth)

ASIC Corporations (Foreign Rights Issues) Instrument 2015/356

About this compilation

Compilation No. 1

This is a compilation of ASIC Corporations (Foreign Rights Issues) Instrument 2015/356 as in force on 5 September 2017. It includes any commenced amendment affecting the legislative instrument to that date.

This compilation was prepared by the Australian Securities and Investments Commission.

The notes at the end of this compilation (the endnotes) include information about amending instruments and the amendment history of each amended provision.

Contents

Part 1—Preliminary 1 Name of legislative instrument 3 Authority 4 Definitions Part 2—Exemption 5 Disclosure relief for rights issues of foreign securities Endnotes Endnote 1—Instrument history Endnote 2—Amendment history

Part 1—Preliminary

1 Name of legislative instrument This instrument is ASIC Corporations (Foreign Rights Issues) Instrument 2015/356.

3 Authority This instrument is made under section 741 of the Corporations Act 2001.

4 Definitions In this instrument: Act means the Corporations Act 2001. approved foreign market has the meaning given by section 9 of the Act. Note: The definition of approved foreign market is notionally inserted by ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669. Australian offeree means an offeree who receives an offer of securities under a pro-rata offer or shortfall offer in this jurisdiction. Australian resident, in relation to a pro-rata offer or shortfall offer of a foreign company, means: (a) a beneficial owner of securities in the offer class whose address: (i) as included in publicly available reports of beneficial ownership that have been given to: (A) an agency of a government or other body that performs regulatory functions under the laws of: (I) the place of origin of the foreign company; or (II) the jurisdiction of an approved foreign market on which the securities in the offer class are quoted; or (B) a market operator of an approved foreign market on which the securities in the offer class are quoted; or (ii) as otherwise known to the foreign company, is in this jurisdiction; or (b) if the address of a beneficial owner of securities in the offer class is not included in such publicly available reports or otherwise known to the foreign company—a holder of securities in the offer class whose address, as recorded in the relevant register of members, is in this jurisdiction. foreign regulatory requirements means the laws or other rules (however described) that apply to the pro-rata offer or the shortfall offer in the primary foreign jurisdiction as in force at the date of the offer. offer class means the class of securities to which offers of securities under a pro-rata offer relates. primary foreign jurisdiction means: (a) the place of the approved foreign market on which the securities in the offer class are quoted; or (b) if securities in the offer class are quoted on more than one approved foreign market—the place of the approved foreign market where it is reasonably expected that the largest numbers of offers will be received under the pro-rata offer. pro-rata offer means an offer of securities that is made to every person who holds securities in a particular class to issue them, or their assignee, with the percentage of the securities to be issued that is the same as the percentage of the securities in the class that they hold before the offer but disregarding: (a) the rounding up or down of the number of securities offered to that holder to a whole number; and (b) the fact that the offer is not made to holders in relation to whom, under the foreign regulatory requirements, offers do not have to be made. shortfall offer, in relation to a pro-rata offer, means an offer of securities in the same class as the offer class where: (a) the offer is made to persons to whom offers were made under the pro-rata offer; and (b) the offer is made no later than 2 months after the first offer is made under the pro-rata offer; and (c) either: (i) the securities had first been offered to, but not accepted by, a person under the pro-rata offer; or (ii) the offer is made on the condition that the securities to which the offer relates may only be issued to the person where an offer of securities has first been made to, but not accepted by, another person under the pro-rata offer.