{"id":"F2025L01146","name":"ASIC Corporations (Foreign Rights Issues) Instrument 2025/611","slug":"asic-corporations-foreign-rights-issues-instrument-2025-611","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":106892,"registerId":"commonwealth-F2025L01146-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Foreign Rights Issues) Instrument 2025/611","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Foreign Rights Issues) Instrument 2025/611\n\nI, Amanda Zeller, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.\n\nDate 19 September 2025\n\n  \n\nAmanda Zeller\n\nContents\n\nPart 1—Preliminary 3\n\n1 Name of legislative instrument....................................3\n\n2 Commencement...............................................3\n\n3 Authority....................................................3\n\n4 Definitions...................................................3\n\nPart 2—Exemption 6\n\n5 Disclosure relief for rights issues of foreign securities.................6\n\nPart 3—Repeal 7\n\n6 Repeal.......................................................7\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Foreign Rights Issues) Instrument 2025/611.\n\n2 Commencement\n\nThis instrument commences on the day after it is registered on the Federal Register of Legislation.\n\n> Note: The register may be accessed at www.legislation.gov.au.\n\n3 Authority\n\nThis instrument is made under subsection 741(1) of the Corporations Act 2001.\n\n4 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\napproved foreign market has the meaning given by section 9 of the Act.\n\nNote: The definition of approved foreign market is notionally inserted by ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669.\n\nAustralian offeree means an offeree who receives an offer of securities under a pro-rata offer or shortfall offer in this jurisdiction.\n\nAustralian resident, in relation to a pro-rata offer or shortfall offer of a foreign company, means:\n\n(a) a beneficial owner of securities in the offer class whose address:\n\n(i) as included in publicly available reports of beneficial ownership that have been given to:\n\n(A) an agency of a government or other body that performs regulatory functions under the laws of:\n\n(I) the place of origin of the foreign company; or\n\n(II) the jurisdiction of an approved foreign market on which the securities in the offer class are quoted; or\n\n(B) a market operator of an approved foreign market on which the securities in the offer class are quoted; or\n\n(ii) as otherwise known to the foreign company,\n\nis in this jurisdiction; or\n\n(b) if the address of a beneficial owner of securities in the offer class is not included in such publicly available reports or otherwise known to the foreign company—a holder of securities in the offer class whose address, as recorded in the relevant register of members, is in this jurisdiction.\n\nforeign regulatory requirements means the laws or other rules (however described) that apply to the pro-rata offer or the shortfall offer in the primary foreign jurisdiction as in force at the date of the offer.\n\noffer class means the class of securities to which offers of securities under a pro-rata offer relates.\n\nprimary foreign jurisdiction means:\n\n(a) the place of the approved foreign market on which the securities in the offer class are quoted; or\n\n(b) if securities in the offer class are quoted on more than one approved foreign market—the place of the approved foreign market where it is reasonably expected that the largest numbers of offers will be received under the pro-rata offer.\n\npro-rata offer means an offer of securities that is made to every person who holds securities in a particular class to issue them, or their assignee, with the percentage of the securities to be issued that is the same as the percentage of the securities in the class that they hold before the offer but disregarding:\n\n(a) the rounding up or down of the number of securities offered to that holder to a whole number; and\n\n(b) the fact that the offer is not made to holders in relation to whom, under the foreign regulatory requirements, offers do not have to be made.\n\nshortfall offer, in relation to a pro-rata offer, means an offer of securities in the same class as the offer class where:\n\n(a) the offer is made to persons to whom offers were made under the pro-rata offer; and\n\n(b) the offer is made no later than 2 months after the first offer is made under the pro-rata offer; and\n\n(c) either:\n\n(i) the securities had first been offered to, but not accepted by, a person under the pro-rata offer; or\n\n(ii) the offer is made on the condition that the securities to which the offer relates may only be issued to the person where an offer of securities has first been made to, but not accepted by, another person under the pro-rata offer.\n\nPart 2—Exemption\n\n5 Disclosure relief for rights issues of foreign securities\n\n(1) A foreign company that makes a pro-rata offer or shortfall offer of securities that the company reasonably believes is made in accordance with foreign regulatory requirements does not have to comply with Part 6D.2 or 6D.3 of the Act in relation to the pro-rata offer or shortfall offer.\n\n(2) A person that makes a sale offer of securities within 12 months after the issue of the securities under a pro-rata offer or shortfall offer does not have to comply with Part 6D.2 or 6D.3 of the Act in relation to the sale offer.\n\n(3) The exemptions in subsections (1) and (2) are only available where all of the following are satisfied in relation to the pro-rata offer or shortfall offer:\n\n(a) the terms of each offer made to an Australian offeree are no less favourable than those extended to other offerees;\n\n(b) the number of securities offered to Australian residents is no more than 10% of the number of securities offered to all offerees;\n\n(c) the securities to which the offer relates are in a class of securities that were quoted on an approved foreign market at all times in the 3 months before the day the offer is made;\n\n(d) trading in that class of securities on the foreign market was not suspended for more than a total of 5 days during the shorter of the following periods:\n\n(i) the period during which the class of securities is quoted;\n\n(ii) the period of 12 months before the day on which the offer is made;\n\n(e) the disclosure relating to the offer that is given or made available to Australian offerees:\n\n(i) is the same as the disclosure that is given or made available to an offeree located in the primary foreign jurisdiction; and\n\n(ii) is in English if an English version of the disclosure is available; and\n\n(iii) is given or made available at or before the time the offer is made.\n\nPart 3—Repeal\n\n6 Repeal\n\nThis instrument is repealed at the start of 1 October 2030.","sortOrder":0}],"analysis":{"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"This instrument appears tightly scoped to its original purpose of providing disclosure relief for foreign rights issues. It replaces or updates previous similar instruments (likely ASIC Corporations (Foreign Rights Issues) Instrument 2017/668 or similar) with the same essential structure: preliminary provisions, exemption conditions, and sunset clause. The 10% threshold, approved foreign market requirement, and non-discrimination conditions are standard features of this regulatory relief. The 2030 repeal date suggests a standard 5-year legislative instrument lifecycle rather than scope creep."},"complexity_factors":["Multiple defined terms (11 defined terms in section 4), including layered definitions like 'Australian resident' which contains nested sub-paragraphs (a)(i)(A)(I) structure)","Cross-references to external instruments (ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669) and Corporations Act sections","Conditional logic with multiple cumulative requirements in section 5(3) (five separate conditions, some with sub-conditions)","Temporal conditions (12-month window for sale offers, 3-month trading history, 2-month window for shortfall offers)","Percentage threshold (10% cap on securities offered to Australian residents)","Dual exemption structure (subsections 5(1) and 5(2)) with shared conditions","Conceptual complexity in distinguishing 'pro-rata offer' from 'shortfall offer' and 'Australian resident' from 'Australian offeree'"],"plain_english_summary":"This instrument lets foreign companies listed on approved overseas exchanges offer rights issues to their Australian shareholders without preparing separate Australian disclosure documents, so long as they comply with their home-jurisdiction disclosure rules and certain safeguards are met. \n\nIt affects overseas-listed issuers and their Australian resident shareholders (and subsequent sellers within 12 months), reducing red tape while protecting shareholders via equal terms, a 10% cap, 3-month trading history and provision of the same home-market disclosure materials."},"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":6,"scope_assessment":{"changed":true,"description":"The instrument narrows the Corporations Act disclosure regime by creating a time‑limited exemption from Parts 6D.2 and 6D.3 for specified foreign company rights issues and related sale offers (s5). The exemption is conditional: a 10% cap for Australian residents (s5(3)(b)), equal or better terms to Australians (s5(3)(a)), offshore quoting and limited suspension history (s5(3)(c)–(d)), and matching disclosure in English where available (s5(3)(e)). It also extends exemption to sale offers within 12 months after issue (s5(2)) and expires 1 Oct 2030 (s6)."},"complexity_factors":["Cross‑jurisdictional verification: requires proof of quoting status on an approved foreign market and determination of the 'primary foreign jurisdiction' (s4 definitions; s5(3)(c)).","Numerical cap: Australian residents must be offered no more than 10% of the total securities offered (s5(3)(b)), requiring accurate allocation calculations.","Subjective standard: exemption depends on the foreign company’s reasonable belief that the offer complies with foreign regulatory requirements (s5(1)).","Multiple conditional tests: equality of terms (s5(3)(a)), disclosure parity and timing (s5(3)(e)), and trading suspension limits (s5(3)(d)) must all be met.","Identification burden: complex definition of 'Australian resident' tied to public beneficial‑ownership reports or register addresses (s4), creating record‑checking obligations.","Temporal limits: applies to shortfall offers within 2 months and resale offers within 12 months (s4 shortfall offer; s5(2)), and the whole instrument is repealed 1 Oct 2030 (s6).","Proof and language requirements: disclosure must be the same as in the primary jurisdiction and in English if an English version exists (s5(3)(e)).","Interaction with foreign law: relies on differing foreign regulatory requirements and public reporting regimes, increasing compliance and legal‑opinion needs.","Potential enforcement ambiguity: 'reasonably believes' and determinations about suspended trading days create room for factual disputes.","Recordkeeping and evidence: issuers must retain evidence to show all conditions were satisfied for ASIC or third‑party review."],"plain_english_summary":"This instrument lets certain foreign companies skip Parts 6D.2 and 6D.3 disclosure obligations for pro‑rata rights issues, related shortfall offers, and resale offers within 12 months, provided specified conditions are met. It applies where Australian residents receive no more than 10% of the offer, terms to Australians are no less favourable, the securities have been quoted offshore and trading suspension limits are met, and the same disclosure (in English if available) is made to Australians as to investors in the primary foreign jurisdiction. The exemption expires 1 Oct 2030."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-foreign-rights-issues-instrument-2025-611","history":"/api/acts/asic-corporations-foreign-rights-issues-instrument-2025-611/history","analysis":"/api/acts/asic-corporations-foreign-rights-issues-instrument-2025-611/analysis","conflicts":"/api/acts/asic-corporations-foreign-rights-issues-instrument-2025-611/conflicts","importantCases":"/api/acts/asic-corporations-foreign-rights-issues-instrument-2025-611/important-cases","documents":"/api/acts/asic-corporations-foreign-rights-issues-instrument-2025-611/documents"}}