{"id":"F2023L01312","name":"ASIC Corporations (Bidder Giving Substantial Holding Notice) Instrument 2023/685","slug":"asic-corporations-bidder-giving-substantial-holding-notice-instrument-2023-685","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":442110,"registerId":"F2023L01312-fast-fetch-1775957212785","compilationNumber":null,"startDate":"2026-04-12","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Bidder Giving Substantial Holding Notice) Instrument 2023/685","content":"---\nmeta-content-style-type: text/css\nmeta-content-type: application/xhtml+xml; charset=utf-8\n---\n\n?xml version=\"1.0\" encoding=\"utf-8\" standalone=\"no\"?>\n\n![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Bidder Giving Substantial Holding Notice) Instrument 2023/685\n\nI, Amanda Zeller, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.\n\n \n\nDate 22 September 2023\n\n \n\nAmanda Zeller\n\n \n\nContents\n\n[Part 1—Preliminary](#_Toc146270401)\n\n[1 Name of legislative instrument](#_Toc146270402)\n\n[2 Commencement](#_Toc146270403)\n\n[3 Authority](#_Toc146270404)\n\n[4 Definitions](#_Toc146270405)\n\n[Part 2—Exemption](#_Toc146270406)\n\n[5 Bidder giving substantial holding notice](#_Toc146270407)\n\n[6 Condition](#_Toc146270408)\n\n[Part 3—Repeal](#_Toc146270409)\n\n[7 Repeal](#_Toc146270410)\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Bidder Giving Substantial Holding Notice) Instrument 2023/685.\n\n2 Commencement\n\nThis instrument commences on the day after it is registered on the Federal Register of Legislation.\n\nNote: The register may be accessed at [www.legislation.gov.au](http://www.legislation.gov.au).\n\n3 Authority\n\nThis instrument is made under paragraph 673(1)(a) of the Corporations Act 2001.\n\n4 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\nPart 2—Exemption\n\n5 Bidder giving substantial holding notice\n\n(1) A bidder under a takeover bid and each of its associates is exempt from subsection 671B(1) of the Act to the extent that that subsection would otherwise require:\n\n(a) the bidder to give the name and address of a person who has accepted an offer made under the bid and who, as at the time the information referred to in subsection 671B(3) is given, remains a registered holder of the securities to which the offer relates; or\n\n(b) the information referred to in subsection 671B(3) of the Act relating to acceptances of offers under the takeover bid to be accompanied by copies of the bidder’s statement, the takeover offer document or any acceptance forms.\n\n(2) The exemption in paragraph (1)(a) does not apply to the extent the bidder is required to name the person other than merely because the person has accepted the offer under the bid.\n\n6 Condition\n\n The bidder must give the following information to the target by no later than the next business day after receiving a request in writing from the target:\n\n(a)  the name and address of each person who has accepted the offer under the bid and who, as at the time the information is given, remains a registered holder of the securities to which the offer relates; and\n\n(b) for each such person, the number of securities held by the person in respect of which the bidder has a relevant interest because of the person’s acceptance of the offer under the bid.\n\nPart 3—Repeal\n\n7 Repeal\n\nThis instrument is repealed at the start of 1 October 2028.\n","sortOrder":0}],"analysis":{"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"},"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":true,"description":"This instrument narrows the public disclosure scope under s671B(1) by exempting bidders and their associates from publicly naming certain accepting holders and from attaching bidder documents to the substantial holding notice (see s5(1)). It replaces public disclosure with a duty to supply those accepting holders' names, addresses and security counts to the target on written request by the next business day (s6). The exemption is conditional (s5(2)) and time‑limited, repealing 1 October 2028 (s7), so the statutory disclosure framework is altered temporarily and subject to operational compliance timing."},"complexity_factors":["Cross‑reference to Corporations Act s671B(1) — requires users to interpret how the exemption alters existing statutory disclosure obligations.","Narrow, conditional exemption (s5(1)–(2)) with a specific compliance trigger — bidder must respond to a written request from the target by the next business day (s6), creating a short operational deadline.","Interaction with associated‑party rules — the exemption extends to a bidder's 'associates' (s5(1)), importing the Act's complex associate definitions into application.","Limited exception within the exemption (s5(2)) — prohibits using the exemption to avoid naming where other legal reasons require naming, creating edge cases.","Time‑limited repeal (s7) — instrument automatically ceases on 1 October 2028, requiring monitoring and potential transitional planning."],"plain_english_summary":"This instrument lets a takeover bidder and its associates avoid part of the Corporations Act disclosure rule (s671B(1)) that would otherwise require public naming of certain accepting security‑holders and attaching bidder documents to a substantial holding notice. Instead, the bidder must provide the target with the names, addresses and number of securities for accepting holders on written request by the next business day. The exemption is conditional and time‑limited, ending on 1 October 2028."},"kimi_summary":{"content_quality":"ok","complexity_score":2,"scope_assessment":{"changed":false,"description":"The instrument maintains its original narrow scope. It provides a targeted, temporary exemption from specific disclosure requirements in takeover situations, exactly as described in its title and authority provision. No scope creep is evident."},"complexity_factors":["Very short instrument (7 sections, ~400 words)","Only 1 defined term ('Act')","Single exemption with one straightforward condition","No cross-references beyond basic Corporations Act citations","Simple temporal limitation (automatic repeal in 5 years)","Clear scope: applies only to subsection 671B(1) of the Corporations Act"],"plain_english_summary":"This temporary ASIC rule lets takeover bidders avoid publicly naming accepting shareholders and attaching bid documents to a substantial holding notice, cutting paperwork for bidders while preserving target companies’ ability to obtain details. Targets can request accepting shareholders’ names, addresses and holdings in writing and must be supplied by the next business day. It affects bidders, targets and accepting shareholders and expires 1 October 2028."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-bidder-giving-substantial-holding-notice-instrument-2023-685","history":"/api/acts/asic-corporations-bidder-giving-substantial-holding-notice-instrument-2023-685/history","analysis":"/api/acts/asic-corporations-bidder-giving-substantial-holding-notice-instrument-2023-685/analysis","conflicts":"/api/acts/asic-corporations-bidder-giving-substantial-holding-notice-instrument-2023-685/conflicts","importantCases":"/api/acts/asic-corporations-bidder-giving-substantial-holding-notice-instrument-2023-685/important-cases","documents":"/api/acts/asic-corporations-bidder-giving-substantial-holding-notice-instrument-2023-685/documents"}}