ASIC Corporations (Foreign Scrip Bids) Instrument 2015/357 (Cth)

ASIC Corporations (Foreign Scrip Bids) Instrument 2015/357

About this compilation

Compilation No. 2

This is a compilation of ASIC Corporations (Foreign Scrip Bids) Instrument 2015/357 as in force on 15 November 2022. 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 foreign scrip bids Endnotes Endnote 1—Instrument history Endnote 2—Amendment history

Part 1—Preliminary

1 Name of legislative instrument This instrument is ASIC Corporations (Foreign Scrip Bids) Instrument 2015/357.

3 Authority This instrument is made under sections 741 and 1020F of the Corporations Act 2001.

4 Definitions In this instrument: Act means the Corporations Act 2001. adviser means: (a) a financial services licensee; or (b) an authorised representative of a financial services licensee. 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 a holder of securities in the bid class who receives an offer of scrip under a foreign scrip bid in this jurisdiction. Australian resident, in relation to a foreign scrip bid, means: (a) a beneficial owner of securities in the bid 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 issuer of the securities in the bid class; or (II) the jurisdiction of an approved foreign market on which the securities in the bid class are quoted; or (B) a market operator of an approved foreign market on which the securities in the bid class are quoted; or (ii) as otherwise known to the person offering the scrip or its related bodies corporate, is in this jurisdiction; or (b) if the address of a beneficial owner of securities in the bid class is not included in such publicly available reports or otherwise known to the person offering the scrip or its related bodies corporate—a holder of securities in the bid class whose address, as recorded in the relevant register of members, is in this jurisdiction. authorised representative has the meaning given by section 761A of the Act. bid class means the class of securities to which offers of securities under a foreign scrip bid relates. eligible foreign country means a country in which an approved foreign market is being operated. Note: The definition of approved foreign market is notionally inserted by ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669. foreign scrip bid means an offer for securities in the bid class that may result in: (a) the acquisition of control or potential control of, or the acquisition of a substantial interest in: (i) an issuer of securities; or (ii) a managed investment scheme; where the offer: (b) is regulated by or under a law or other rules however described that: (i) apply to the acquisition of: (A) control or potential control of an entity; or (B) a substantial interest in an entity; and (ii) are in force or apply in or in a part of an eligible foreign country; and (c) involves offers being made to acquire all or some of the securities in the bid class held by: (i) all holders of securities in the bid class; or (ii) all such holders other than the person making the offers, that person and their associates or any other person to whom, under the regulatory requirements applicable to the bid, the offers do not have to be made, where scrip forms all or part of the consideration offered for the securities in the bid class. register of members means, in relation to an entity, the register of members (however described) of the entity required to be kept under the laws of its place of origin. relevant regulatory requirements means the laws or rules referred to in paragraph (b) of the definition of foreign scrip bid. securities in the bid class means the securities or interests in a managed investment scheme (as applicable) forming all or a part of the class or classes of securities or interests being bid for.