{"id":"F2025L01147","name":"ASIC Corporations (Foreign Scrip Bids) Instrument 2025/612","slug":"asic-corporations-foreign-scrip-bids-instrument-2025-612","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":106902,"registerId":"commonwealth-F2025L01147-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Foreign Scrip Bids) Instrument 2025/612","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Foreign Scrip Bids) Instrument 2025/612\n\nI, Amanda Zeller, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.\n\nDate 19 September 2025\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 5\n\n5 Disclosure relief for foreign scrip bids..............................5\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 Scrip Bids) Instrument 2025/612.\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 subsections 741(1) and 1020F(1) of the Corporations Act 2001.\n\n4 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\nadviser means:\n\n(a) a financial services licensee; or\n\n(b) an authorised representative of a financial services licensee.\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 a holder of securities in the bid class who receives an offer of scrip under a foreign scrip bid in this jurisdiction.\n\nAustralian resident, in relation to a foreign scrip bid, means:\n\n(a) a beneficial owner of securities in the bid 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 issuer of the securities in the bid class; or\n\n(II) the jurisdiction of an approved foreign market on which the securities in the bid class are quoted; or\n\n(B) a market operator of an approved foreign market on which the securities in the bid class are quoted; or\n\n(ii) as otherwise known to the person offering the scrip or its related bodies corporate,\n\nis in this jurisdiction; or\n\n(b) if the address of a beneficial owner of securities in the bid class is not included in such publicly available reports or otherwise known to the person offering the scrip or its related bodies corporate—a holder of securities in the bid class whose address, as recorded in the relevant register of members, is in this jurisdiction.\n\nbid class means the class of securities to which offers of securities under a foreign scrip bid relate.\n\neligible foreign country means a country in which an approved foreign market is being operated.\n\nforeign scrip bid means an offer for securities in the bid class that may result in:\n\n(a) the acquisition of control or potential control of, or the acquisition of a substantial interest in:\n\n(i) an issuer of securities; or\n\n(ii) a managed investment scheme;\n\nwhere the offer:\n\n(b) is regulated by or under a law or other rules however described that:\n\n(i) apply to the acquisition of:\n\n(A) control or potential control of an entity; or\n\n(B) a substantial interest in an entity; and\n\n(ii) are in force or apply in or in a part of an eligible foreign country; and\n\n(c) involves offers being made to acquire all or some of the securities in the bid class held by:\n\n(i) all holders of securities in the bid class; or\n\n(ii) all such holders other than the person making the offers, that person and their associates or any other person to whom, under the regulatory requirements applicable to the bid, the offers do not have to be made,\n\nwhere scrip forms all or part of the consideration offered for the securities in the bid class.\n\nregister of members means, in relation to an entity, the register of members (however described) of the entity required to be kept under the laws of its place of origin.\n\nrelevant regulatory requirements means the laws or rules referred to in paragraph (b) of the definition of foreign scrip bid.\n\nsecurities in the bid class means the securities or interests in a managed investment scheme (as applicable) forming all or a part of the class or classes of securities or interests being bid for.\n\nPart 2—Exemption\n\n5 Disclosure relief for foreign scrip bids\n\nSecurities\n\n(1) A person does not have to comply with Part 6D.2 or 6D.3 of the Act where the person offers securities (the scrip) for issue or sale as consideration under a foreign scrip bid that the person reasonably believes is made in accordance with the relevant regulatory requirements.\n\n(2) A person that makes a sale offer of the scrip within 12 months after the issue of the scrip does not have to comply with Part 6D.2 or 6D.3 of the Act in relation to the sale offer where the scrip was issued or transferred as consideration under a foreign scrip bid.\n\nInterests in managed investment schemes and shares in CCIVs\n\n(3) A person does not have to comply with section 1012B or 1012C of the Act where the person:\n\n(a) issues or sells; or\n\n(b) makes an offer to issue or sell; or\n\n(c) makes an offer to arrange for the issue of;\n\nan interest (the scrip) in a managed investment scheme or a share (the scrip) in a CCIV as consideration under a foreign scrip bid that the person reasonably believes is made in accordance with the relevant regulatory requirements.\n\n(4) A person that makes a sale offer of the scrip within 12 months after the issue of the scrip does not have to comply with section 1012C of the Act in relation to the sale offer where the scrip was issued or transferred as consideration under a foreign scrip bid.\n\n(5) An adviser does not have to comply with section 1012A of the Act where the adviser makes a recommendation to acquire the scrip as consideration under a foreign scrip bid.\n\n> Note: Part 7.9 applies in relation to the issue and sale of shares in a CCIV, subject to modifications: see, in particular, section 1241Q.\n\nWhere this relief is available\n\n(6) The exemptions in subsections (1) to (5) are only available in relation to a foreign scrip bid in respect of which all of the following are satisfied:\n\n(a) Australian residents hold no more than 10% of the total number of securities in the bid class, as determined at a time, fixed in writing by the person offering the scrip in the 30-day period immediately before any offers, whether of a cash sum or scrip or a combination of a cash sum and scrip, under the bid are first made;\n\n(b) the securities in the bid class are in a class that is quoted on an approved foreign market;\n\n> Note: The scrip offered as consideration for the acquisition of securities in the bid class does not have to be in a class that is quoted on an approved foreign market.\n\n(c) where the relevant regulatory requirements require a document setting out the terms of, or other information relating to, the foreign scrip bid to be given or made available to offerees:\n\n(i) an English version of the document; or\n\n(ii) if no English version of the document is available—a version of the document that is given or made available to offerees in the eligible foreign country,\n\nis given or made available to Australian offerees at or before the time the offers of scrip are made;\n\n(d) the offers of scrip made to Australian offerees are on terms that are at least as favourable as the offers made to other offerees.\n\n(7) An adviser may only rely on the exemption in subsection (5):\n\n(a) in the case of an adviser that is not an associate of the person offering the scrip—if the adviser has no reason to suspect that the foreign scrip bid is not made in accordance with the relevant regulatory requirements; and\n\n(b) in the case of an adviser that is an associate of the person offering the scrip—where the adviser reasonably believes the foreign scrip bid is made in accordance with the relevant regulatory requirements.\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":"The instrument appears tightly scoped to its original purpose of providing targeted disclosure relief for foreign scrip bids. The 10% Australian ownership threshold, approved foreign market requirement, and parity of terms condition keep the relief within reasonable bounds. No evidence of scope creep beyond the original regulatory intent of facilitating cross-border takeovers while maintaining investor protections."},"complexity_factors":["Multiple defined terms (12 definitions in section 4) with nested cross-references, particularly the recursive definition of 'Australian resident' which contains 4 levels of nested sub-paragraphs","Conditional exemptions with multiple preconditions in subsection (6) requiring simultaneous satisfaction of 4 separate criteria","Differential treatment of advisers based on associate status in subsection (7) creating a two-tier reasonable belief standard","Cross-references to external ASIC instruments (2017/669) and multiple sections of the Corporations Act (Parts 6D.2, 6D.3, sections 1012A-1012C)","Temporal limitation clause (12-month sale offer window in subsections (2) and (4)) creating time-bound conditional relief","Self-terminating provision (sunset clause at section 6) with specific repeal date"],"plain_english_summary":"An ASIC rule lets certain foreign scrip takeover bids—where a foreign listed company offers its own shares for an Australian target—be exempt from Australian disclosure requirements if specified conditions are met. It affects foreign bidders, Australian shareholders who would receive the foreign shares, and advisers.\n\nBy requiring an approved foreign listing, low Australian ownership (10% cap), equivalent foreign takeover regulation and English (or equivalent) disclosure, the relief reduces costly duplicate Australian prospectuses and simplifies cross‑border offers while relying on foreign investor protections."},"flash_summary":{"complexity_score":5,"scope_assessment":{"changed":true,"description":"This instrument narrows the scope of Australian disclosure and adviser-recommendation obligations by exempting specified foreign scrip bids from Parts 6D.2/6D.3 and ss.1012A–1012C of the Corporations Act where prescribed conditions are met (see s.5(1)–(7)). Key limiting conditions are: Australian holders ≤10% of the bid class determined in writing within 30 days before offers (s.5(6)(a)); the bid class is quoted on an approved foreign market (s.5(6)(b)); required foreign offer documents are provided to Australian offerees in English or the local version (s.5(6)(c)); parity of terms for Australian offerees (s.5(6)(d)); and adviser reliance rules (s.5(7)). The instrument is time-limited by repeal at start of 1 October 2030 (s.6)."},"complexity_factors":["Cross-references to multiple Corporations Act provisions (Parts 6D.2/6D.3; ss.1012A–1012C) creating interplay between exemption and existing disclosure regimes (s.5(1)–(5))","Detailed and non-trivial definitions (eg. \"Australian resident\", \"foreign scrip bid\", \"approved foreign market\") that determine who is covered (s.4)","Quantitative threshold requiring determination of Australian holdings (≤10%) within a specified 30-day lookback fixed in writing (s.5(6)(a))","Conditional availability dependent on foreign regulatory compliance and availability of foreign offer documents in English or local language (s.5(6)(c))","Different legal tests for advisers depending on association with the bidder (reasonable belief vs. lack of suspicion) (s.5(7))","Scope across multiple product types (securities, interests in managed investment schemes, CCIV shares) and time-limited resale relief (12-month resale carve-outs) (s.5(2)–(4))","Reliance on external instruments/definitions (eg. definition of approved foreign market notionally inserted by Instrument 2017/669) requiring cross-instrument checking","Sunset/repeal date introduces temporal complexity for planning and transitional compliance (s.6)"],"plain_english_summary":"This instrument exempts certain foreign scrip takeover offers from specific Australian disclosure obligations (Parts 6D.2/6D.3 and ss.1012A–1012C of the Corporations Act) where the bidder reasonably believes the offer complies with the foreign regulator’s requirements.  \n\nIt affects bidders, Australian offerees and advisers: relief is limited to bids where Australian holders own ≤10% of the class, the class is quoted on an approved foreign market, an English (or local) offer document is provided to Australian offerees, and offers to Australians are no less favourable; advisers’ reliance is subject to association and belief tests (s.5(6)–(7))."},"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-foreign-scrip-bids-instrument-2025-612","history":"/api/acts/asic-corporations-foreign-scrip-bids-instrument-2025-612/history","analysis":"/api/acts/asic-corporations-foreign-scrip-bids-instrument-2025-612/analysis","conflicts":"/api/acts/asic-corporations-foreign-scrip-bids-instrument-2025-612/conflicts","importantCases":"/api/acts/asic-corporations-foreign-scrip-bids-instrument-2025-612/important-cases","documents":"/api/acts/asic-corporations-foreign-scrip-bids-instrument-2025-612/documents"}}