{"id":"F2023L01311","name":"ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684","slug":"asic-corporations-compulsory-acquisitions-and-buyouts-instrument-2023-684","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":104843,"registerId":"commonwealth-F2023L01311-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"“If the bidder compulsorily acquires sec","sectionType":"section","heading":"“If the bidder compulsorily acquires securities in the bid class under this subsection, the bidder may also compulsorily acquire non-transferable securities in a different class where:","content":"#### “If the bidder compulsorily acquires securities in the bid class under this subsection, the bidder may also compulsorily acquire non-transferable securities in a different class where:\n\n    (a) the constitution of the company that issued the non-transferable securities or the terms of issue of the non-transferable securities restrict their transfer; and\n    (b) the non-transferable securities would be in the bid class but for the restriction referred to in paragraph (a); and\n    (c) if all the non-transferable securities were securities in the bid class, they would not exceed 10% of the securities in the bid class (by number, worked out at the end of the offer period).”; and\n    (ii) omit subsection (2), substitute:\n    “(2) For the purposes of the 90% calculation in subparagraph (1)(b)(i), disregard any relevant interests that the bidder or their associates have merely because of the operation of paragraph 608(3)(a) (relevant interest by 20% interest in body corporate).\n    (2A) For the purposes of the 75% calculation in subparagraph (1)(b)(ii):\n      (a) exclude from the number of securities acquired and from the number of securities that the bidder offered to acquire under the bid, securities:\n      (i) in which the bidder or their associate has a relevant interest at the date of the first offer under the bid except where the relevant interest was acquired in reliance on item 2 of section 611 during the bid period; or\n      (ii) issued to an associate of the bidder during the offer period; and\n      (b) if the securities are convertible securities, exclude from the number of securities that the bidder offered to acquire under the bid convertible securities (other than any securities excluded because of paragraph (a)) where the holder by exercising the rights attached to those securities has:\n      (i) another class of securities issued to them; or\n      (ii) has the securities transformed into securities in another class,\n      in the period from the date set by the bidder under subsection 633(2) to the end of the offer period.”; and\n    (iia) in paragraph (4)(c), after “if securities”, insert “or derivatives”; and\n    (iii) after subsection (4) insert:\n    “(4A) If the bidder compulsorily acquires non-transferable securities under subsection (1), the bidder:\n      (a) must acquire all the non-transferable securities which were issued or granted before the end of the offer period and in which the bidder does not have a relevant interest; and\n      (b) may elect to acquire any non-transferable securities in which the bidder has a relevant interest (no matter when they were issued or granted).”; and\n    (iv) in subsection (5), at the end, insert:\n  “For the avoidance of doubt, this section also has effect despite anything in the terms of issue of the securities to be acquired.”; and\n    (v) after subsection (5), insert:\n    “(6) In this section, non-transferable securities means securities issued under a scheme to or for the benefit of employees or non-executive directors of the company that issued the securities or of a related body corporate in relation to their employment or services.”;\n\n(b) omit paragraph 661B(1)(c), substitute:","sortOrder":0},{"sectionNumber":"“(c) give the notice to each other perso","sectionType":"section","heading":"“(c) give the notice to each other person who is:","content":"#### “(c) give the notice to each other person who is:\n\n      (i) a holder of securities in the bid class; or\n      (ii) if the bidder elects under paragraph 661A(4)(c) to acquire securities that come to be in the bid class after the notice is given—a holder of the convertible securities or derivatives referred to in that paragraph; or\n      (iii) if the bidder elects to acquire non-transferable securities under subsection 661A(1)—a holder of the non-transferable securities; and”;\n\n(c) in subsection 661D(1) omit “in the bid class”;\n\n(d) after subsection 662A(2) insert:","sortOrder":1},{"sectionNumber":"“(2A) This section also does not apply t","sectionType":"section","heading":"“(2A) This section also does not apply to securities if the bidder has given the holder of the securities a compulsory acquisition notice under section 661B and the terms on which the bidder may acquire the securities are the same as the terms of the bid immediately before the end of the offer period.”;","content":"#### “(2A) This section also does not apply to securities if the bidder has given the holder of the securities a compulsory acquisition notice under section 661B and the terms on which the bidder may acquire the securities are the same as the terms of the bid immediately before the end of the offer period.”;\n\n(e) in subsection 664A(4), at the end, insert:","sortOrder":2},{"sectionNumber":"“For the avoidance of doubt, this sectio","sectionType":"section","heading":"“For the avoidance of doubt, this section also has effect despite anything in the terms of issue of the securities to be acquired.”;","content":"#### “For the avoidance of doubt, this section also has effect despite anything in the terms of issue of the securities to be acquired.”;\n\n(f) in subsection 666B(2), at the end, insert:","sortOrder":3},{"sectionNumber":"“For the avoidance of doubt, if the pers","sectionType":"section","heading":"“For the avoidance of doubt, if the person acquiring the securities complies with subsection (1), the transfer of the securities to the person is effective notwithstanding any restrictions on transfer of the securities contained in the constitution of the company that issued the securities or the terms of issue of the securities.”.","content":"#### “For the avoidance of doubt, if the person acquiring the securities complies with subsection (1), the transfer of the securities to the person is effective notwithstanding any restrictions on transfer of the securities contained in the constitution of the company that issued the securities or the terms of issue of the securities.”.\n\nPart 3—Repeal\n\n6 Repeal\n\nThis instrument is repealed at the start of 1 October 2028.\n\nEndnotes\n\nEndnote 1—About the endnotes\n\n> Note: The endnotes provide information about this compilation and the compiled law.\n\n> Note: The following endnotes are included in every compilation:\n\n> Note: Endnote 1—About the endnotes\n\n> Note: Endnote 2—Abbreviation key\n\n> Note: Endnote 3—Legislation history\n\n> Note: Endnote 4—Amendment history\n\n> Note: Abbreviation key—Endnote 2\n\n> Note: The abbreviation key sets out abbreviations that may be used in the endnotes.\n\n> Note: Legislation history and amendment history—Endnotes 3 and 4\n\n> Note: Amending laws are annotated in the legislation history and amendment history.\n\n> Note: The legislation history in endnote 3 provides information about each law that has amended (or will amend) the compiled law. The information includes commencement details for amending laws and details of any application, saving or transitional provisions that are not included in this compilation.\n\n> Note: The amendment history in endnote 4 provides information about amendments at the provision (generally section or equivalent) level. It also includes information about any provision of the compiled law that has been repealed in accordance with a provision of the law.\n\n> Note: Misdescribed amendments\n\n> Note: A misdescribed amendment is an amendment that does not accurately describe how an amendment is to be made. If, despite the misdescription, the amendment can be given effect as intended, then the misdescribed amendment can be incorporated through an editorial change made under section 15V of the Legislation Act 2003.\n\n> Note: If a misdescribed amendment cannot be given effect as intended, the amendment is not incorporated and “(md not incorp)” is added to the amendment history.\n\nEndnote 2—Abbreviation key\n\n| ad = added or inserted                         | orig = original                     |\n| ---------------------------------------------- | ----------------------------------- |\n| am = amended                                   | par = paragraph(s)/subparagraph(s)  |\n| amdt = amendment                               | /sub‑subparagraph(s)                |\n| c = clause(s)                                  | pres = present                      |\n| C[x] = Compilation No. x                       | prev = previous                     |\n| Ch = Chapter(s)                                | (prev…) = previously                |\n| def = definition(s)                            | Pt = Part(s)                        |\n| Dict = Dictionary                              | r = regulation(s)/rule(s)           |\n| disallowed = disallowed by Parliament          | reloc = relocated                   |\n| Div = Division(s)                              | renum = renumbered                  |\n| exp = expires/expired or ceases/ceased to have | rep = repealed                      |\n| Effect                                         | rs = repealed and substituted       |\n| F = Federal Register of Legislation            | s = section(s)/subsection(s)        |\n| gaz = gazette                                  | Sch = Schedule(s)                   |\n| LA = Legislation Act 2003                      | Sdiv = Subdivision(s)               |\n| LIA = Legislative Instruments Act 2003         | SLI = Select Legislative Instrument |\n| (md not incorp) = misdescribed amendment       | SR = Statutory Rules                |\n| cannot be given effect                         | Sub‑Ch = Sub‑Chapter(s)             |\n| mod = modified/modification                    | SubPt = Subpart(s)                  |\n| No. = Number(s)                                | underlining = whole or part not     |\n| o = order(s)                                   | commenced or to be commenced        |\n| Ord = Ordinance                                |                                     |\n\nEndnote 3—Legislation history\n\n| Name                                                                        | Registration                        | Commencement      | Application, saving and transitional provisions |\n| --------------------------------------------------------------------------- | ----------------------------------- | ----------------- | ----------------------------------------------- |\n| ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684 | 27 September 2023 (see F2023L01311) | 28 September 2023 |                                                 |\n| ASIC Corporations (Amendment) Instrument 2023/774                           | 18 October 2023 (see F2023L01396)   | 19 October 2023   |                                                 |\n\nEndnote 4—Amendment history\n\n| Provision affected | How affected |\n| ------------------ | ------------ |\n| Section 5          | ad. 2023/774 |\n| Section 5          | ad. 2023/774 |","sortOrder":4}],"analysis":{"flash_summary":{"complexity_score":7,"scope_assessment":{"changed":true,"description":"The instrument expands the scope of compulsory acquisition under takeover law to cover non‑transferable employee/non‑executive director scheme securities and certain convertible securities/derivatives that become part of the bid class. It changes threshold calculations by excluding some relevant interests and certain securities (affecting the 90% and 75% tests), alters who must receive compulsory acquisition notices, and expressly overrides constitution/terms‑of‑issue transfer restrictions to make transfers effective. The changes are time‑limited, expiring 1 October 2028."},"complexity_factors":["Cross‑references to multiple takeover provisions and thresholds (90% and 75%) requiring precise counting rules and exclusions (subsections amending 661A(2), (2A))","Inclusion of non‑transferable securities (new definition tied to employee and non‑executive director schemes) creating interactions with constitutions and terms of issue (new subsection 661A(6))","Elective acquisition rules and scope (new subsection 661A(4A)) that distinguish securities issued before/after the offer period and those in which the bidder holds a relevant interest","Modified notice and recipient obligations (amendment to 661B(1)(c)) affecting practical service and timing","Clarifications that compulsory acquisition takes effect despite transfer restrictions in constitutions or terms of issue (inserts to 661A(5), 664A(4), 666B(2)) which change property‑law expectations","Exclusions for relevant interests arising solely under section 608(3)(a) and carve‑outs for securities held at first offer or issued to associates (complex factual inquiries for bidders) (subsections 661A(2), (2A))","Treatment of convertible securities and derivatives (insertion in 661A(4)(c) and 661A(2A)(b)) with time‑sensitive conversion windows introduces temporal complexity","Temporary nature of the instrument (repeal date) requiring transitional and compliance planning"],"plain_english_summary":"This instrument changes Australia’s takeover compulsory-acquisition rules so a bidder who meets takeover thresholds can also compulsorily acquire certain non-transferable securities (mainly employee or non‑executive director scheme securities) and securities that convert into the bid class (including some derivatives). It adjusts how those securities are counted for the 90% and 75% tests, requires specific notice steps, and makes transfers effective despite constitution or terms‑of‑issue transfer restrictions. The instrument expires on 1 October 2028."},"kimi_summary":{"content_quality":"ok","complexity_score":7,"scope_assessment":{"changed":false,"description":"The instrument appears to be operating within its original intended scope of modifying compulsory acquisition rules under the Corporations Act. While it adds significant detail regarding non-transferable securities and calculation methodologies, these appear to be refinements and clarifications of the existing compulsory acquisition framework rather than an expansion into new substantive areas beyond takeover regulation."},"complexity_factors":["Heavy cross-referencing to the Corporations Act 2001 (specifically sections 608, 611, 633, 661A, 661B, 661D, 662A, 664A, and 666B)","Nested conditional logic with multiple exceptions (e.g., 'exclude... except where...' in the 75% calculation rules)","Multiple defined terms and concepts requiring external knowledge: 'relevant interest', 'bid class', 'convertible securities', 'derivatives', 'non-transferable securities', 'associates'","Complex arithmetic calculations for thresholds (90% and 75%) with specific inclusions and exclusions","Interaction between multiple sections being amended simultaneously (sections 661A, 661B, 661D, 662A, 664A, 666B)","Technical distinctions between different classes of securities and timing issues (date of first offer vs end of offer period vs date set under subsection 633(2))","Conditional acquisition rights (must acquire some non-transferable securities, may elect to acquire others)"],"plain_english_summary":"This ASIC instrument lets takeover bidders compulsorily acquire non‑transferable employee or director shares and overrides constitution or share‑term transfer blocks, while clarifying who must be notified when acquisition begins. It also tightens how the 75% and 90% control thresholds are calculated to prevent gaming.\n\nIt affects bidders, target shareholders (notably employees with restricted shares), and deal advisers — and expires automatically on 1 October 2028."},"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"}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-compulsory-acquisitions-and-buyouts-instrument-2023-684","history":"/api/acts/asic-corporations-compulsory-acquisitions-and-buyouts-instrument-2023-684/history","analysis":"/api/acts/asic-corporations-compulsory-acquisitions-and-buyouts-instrument-2023-684/analysis","conflicts":"/api/acts/asic-corporations-compulsory-acquisitions-and-buyouts-instrument-2023-684/conflicts","importantCases":"/api/acts/asic-corporations-compulsory-acquisitions-and-buyouts-instrument-2023-684/important-cases","documents":"/api/acts/asic-corporations-compulsory-acquisitions-and-buyouts-instrument-2023-684/documents"}}