Skip to main content

CS 25 Proposed remake of disclosure relief for offers of foreign securities and interests to Australian investors

simple consultation – 25

Released 9 July 2025. Comments due 15 August 2025

We propose to remake the relief which is currently provided by:

These legislative instruments are due to expire on 1 October 2025. 

We intend to remake the relief on largely the same terms (see draft legislative instruments below) for a period of five years. Some of the key changes include:

  • a consolidated exemption for authors and publishers in draft instrument ASIC Corporations (Foreign Securities—Incidental Advertising) Instrument 2025/XX
  • rewording the declaration in draft instrument ASIC Corporations (Foreign Small Scale Offers) Instrument 2025/XX to avoid ambiguity about when it applies and who it applies to, and
  • removing definitions that are now contained in the Corporations Act 2001.

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

We have assessed that the existing legislative instruments are operating effectively and efficiently and continue to form a necessary and useful part of the legislative framework.

A consultation paper was not issued for this consultation.

Providing feedback

We invite feedback on our proposal. You should send your submission to rri.consultation@asic.gov.au by 5 pm AEST on 15 August 2025.

You may choose to remain anonymous or use an alias when providing feedback. However, if you do remain anonymous, we will not be able to contact you to discuss your feedback should we need to.

We will not treat your feedback as confidential unless you specifically request that we treat the whole or part of it (such as any personal or financial information) as confidential. 

Please see our privacy policy for more information on how we handle personal information, your rights to seek access to and correct personal information, and your right to complain about breaches of privacy by ASIC. 

Background

The Corporations Act requires a prospectus or Product Disclosure Statement (PDS) for an offer of securities received in Australia (unless an exemption applies). This requirement applies regardless of the place of incorporation of the offeror.

We consider that relief from the requirement to prepare an Australian prospectus or PDS may be appropriate where:

  • a foreign offeror has complied with a disclosure regime offering similar levels of investor protection to the Australian disclosure requirements, or
  • very few offers are made to Australian investors.

We have granted conditional relief for:

  • rights issues by foreign companies where the securities are in the same class as those already held by Australian investors
  • foreign scrip bids and schemes of arrangement, and
  • foreign entities making 20 or fewer offers in Australia in any 12-month period.

We have also granted relief from the advertising restrictions for advertisements and other notices that are aimed at foreign markets and only incidentally published in Australia.

Much of the relief applies where the relevant foreign securities are quoted on an ‘approved foreign market’.

Disclosure relief for offers of foreign securities enables Australian investors to participate in offers that might not otherwise be extended to them because of the time and expense involved in complying with the regulatory requirements of multiple jurisdictions.

We have granted relief for rights issues by foreign companies and scrip offers under foreign bids and schemes of arrangement because, after a person acquires an interest in a foreign entity, they accept that foreign law largely governs their relationship with the entity. Given the potential disadvantage to Australian investors if they are excluded from such transactions, we think it is appropriate to grant relief, provided that suitable investor protection measures are in place.

Download

Related links

Regulatory Guide 72 Foreign securities: Disclosure relief (RG 72)