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About ASIC

Corporate Finance Update - Issue 26

Issue 26, November 2025

Contents

Members’ schemes of arrangement – procedural change facilitates earlier ASIC engagement

Proposal to remake fundraising and mergers and acquisitions relief

Lodging prospectuses and other documents during the holiday close-down period

Calling for better disclosure in floating rate note offerings

Members’ schemes of arrangement – procedural change facilitates earlier ASIC engagement

ASIC is engaging with scheme proponents earlier to facilitate greater commercial and regulatory certainty.

When a scheme implementation agreement is entered into, ASIC will send the scheme proponent a set of standard questions, designed to draw attention to material matters that may be considered relevant to the exercise of the Court’s discretion over the scheme.

The scheme proponent’s responses will assist ASIC to consider, and give the scheme proponent an opportunity to address, material issues which can reasonably be identified before the draft explanatory statement is lodged.

This procedural change will also make ASIC’s review of the explanatory statement more efficient, and ensure ASIC is comfortably able to volunteer an indication of its intent in advance of the first court hearing.

A scheme proponent should expect that ASIC will ask about the following matters:

  • Significant matters - any complex, novel or uncertain matters concerning the scheme.
  • Class composition - how the scheme proponent intends to constitute voting classes, including addressing any differences in the rights and/or treatment of members under the scheme.
  • Member interests and benefits - whether any member or their associates will receive a collateral benefit or has an extraneous or divergent interest in the outcome of the scheme beyond their capacity as a member.
  • Potential conflicts of interest - any actual or potential conflicts of interest in connection with the scheme and how these are proposed to be addressed.
  • Deal protection - whether any deal protection arrangements are novel or depart from market practice.

ASIC will also provide the scheme proponent with contact details for the ASIC officers assigned to review the scheme.

ASIC will rely on market announcements to identify when a scheme implementation agreement has been entered into. If the scheme proponent is unlisted, it should notify ASIC when it enters into a scheme implementation agreement by emailing AsicTakeoverMatters@asic.gov.au.

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Proposal to remake fundraising and mergers and acquisitions relief

ASIC invites feedback on its proposal to remake 18 sunsetting legislative instruments which contain miscellaneous relief from Chapters 6, 6C and 6D and Part 7.9 of the Corporations Act 2001.

These legislative instruments, due to sunset on 1 April 2026, are:

Our proposal (which includes draft legislative instruments) is to remake the relief on largely the same terms for a period of 5 years. The general proposed changes include:

  • adding simplified outlines to explain the legislative instrument in simple terms
  • updating for changes to the Corporations Act including the recent change in terminology from ‘prescribed financial market’ to ‘declared financial market’
  • reframing the class of persons to whom the Part 7.9 relief applies, and
  • removing references to outdated class orders (where no longer relevant).

These changes are intended to improve clarity, not change the operation of the relief.

Other proposed changes include:

Feedback on the proposal should be sent to rri.consultation@asic.gov.au by 5pm AEDT on Friday 19 December 2025.

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Lodging prospectuses and other documents during the holiday close-down period

ASIC offices will close from 25 December 2025 to 1 January 2026 (inclusive); however, documents (including prospectuses) can still be lodged through the ASIC Regulatory Portal.

Lodgements made between 3pm AEDT on 24 December 2025 and 8am AEDT on 2 January 2026 may not appear on the register and the Offer Notice Board until after 2 January 2026.

Prospectuses lodged during this time will automatically have the exposure period extended.

In 2018, we issued ASIC Corporations (ASIC Close Down Period) Instrument 2018/1034. This instrument continues to automatically extend the exposure period to 14 days for disclosure documents lodged between:

  • 5pm AEDT on 17 December 2025, and
  • 9am AEDT on 2 January 2026.

Issuers should consider this carefully when lodging fundraising documents during this period.

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Calling for better disclosure in floating rate note offerings

ASIC has observed an increase in significant offers of floating rate redeemable note securities (note offerings).

These issuers typically hold broad underlying asset portfolios and include various forms of debt, hybrid, and equity exposures. These portfolios often have a strong tilt towards private credit, with issuers specialising in areas such as mortgage lending or real estate development finance, while also potentially holding other credit exposures including infrastructure, commercial, and asset lending.

ASIC is concerned about the quality of offer documents for note offerings, particularly where disclosures are absent or inadequate in relation to:

  • Underlying portfolios - asset allocation ranges and clear explanations across asset classes and potential security holdings.
  • Investment mandates - specific investment mandates of the issuer or investment manager.
  • Remuneration and fees - investment manager remuneration and fees paid by the issuer, and—where the underlying portfolio invests in other funds or vehicles—the associated remuneration and fees paid by those entities.
  • Conflicts of interest and related party transactions - transactions and arrangements involving issuers, investment managers, and related parties, including fees payable to or received by related parties.
  • Valuation practices - policies and processes capturing valuation methodologies to be applied across assets and securities, independence, frequency of reporting and audit practices.

When drafting disclosure documents for note offerings, we encourage issuers to carefully address the above concerns, and further apply the principles of good practice and disclosure as highlighted in:

  • Regulatory Guide 228: Effective disclosure for retail investors (RG 228)
  • Report 814: Private credit in Australia (REP 814)
  • Report 820: Private credit surveillance report: Retail and wholesale surveillance (REP 820)

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