{"id":"F2020L01066","name":"ASIC Corporations (IPO Communications) Instrument 2020/722","slug":"asic-corporations-ipo-communications-instrument-2020-722","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":440578,"registerId":"F2020L01066-fast-fetch-1775956155794","compilationNumber":null,"startDate":"2026-04-12","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (IPO Communications) Instrument 2020/722","content":"---\nmeta-content-style-type: text/css\nmeta-content-type: application/xhtml+xml; charset=utf-8\ntitle: 20200717 - Draft to CLO - PPAR LI\n---\n\n![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (IPO Communications) Instrument 2020/722\n\nI, Grant Moodie, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.\n\n \n\nDate 26 August 2020\n\n \n\n \n\n \n\n \n\n \n\n \n\nGrant Moodie\n\n \n\nContents\n\n[Part 1—Preliminary](#_Toc49324909)\n\n[1 Name of legislative instrument](#_Toc49324910)\n\n[2 Commencement](#_Toc49324911)\n\n[3 Authority](#_Toc49324912)\n\n[4 Definitions](#_Toc49324913)\n\n[Part 2—Exemptions](#_Toc49324914)\n\n[5 Advertising or publicity in relation to intended offers of securities](#_Toc49324915)\n\n[6 Conditions](#_Toc49324916)\n\n \n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (IPO Communications) Instrument 2020/722.\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 section 741 of the Corporations Act 2001.\n\n4 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\nemployee, in relation to a listing body, means a person that is a full-time or part-time employee of the body, a casual employee of the body or a contractor who provides services to the body.\n\nformer employee, in relation to a listing body, means a person that was an employee of the body but who is no longer an employee of the body.\n\ninitial public offer, in relation to a listing body’s securities, means an offer of securities in the body that are in a class of securities that are to be quoted on a prescribed financial market.\n\nlisting body means a company or body that is seeking to be included in the official list of a prescribed financial market operated in this jurisdiction.\n\nsell-down facility, in relation to an initial public offer by a listing body, means a facility through which holders of securities in the body agree to transfer their securities in the body to a special purpose entity on the condition that those securities will be transferred by the entity to successful subscribers under the initial public offer.\n\nPart 2—Exemptions\n\n5 Advertising or publicity in relation to intended offers of securities\n\n(1) This section applies to a listing body that intends to offer securities under an initial public offer.\n\n(2) A listing body cannot rely on this section if the body advertises or publishes any statement to holders of the body’s securities, employees of the body or former employees of the body that communicates the advantages, benefits or merits of the initial public offer.\n\nHolders of the body’s securities\n\n(3) The body does not have to comply with subsection 734(2) of the Act in relation to an advertisement or a statement published by the body to holders of the body’s securities about the initial public offer provided the advertisement or publication is limited to the following matters (if applicable) but nothing more:\n\n(a) the fact that the body will be undertaking the initial public offer, including any impending announcements about the offer;\n\n(b) the timetable, structure and offer period for the initial public offer, including any changes or updates;\n\n(c) any sell-down facility, including the process and implications of participating in the sell-down facility, and the expected price range of securities to be transferred through the sell-down facility;\n\n(d) any proposed escrow arrangements that will apply to the securities in the body after the initial public offer is complete; and\n\n(e) matters that require the approval of security holders in connection with the initial public offer, including the appointment of officers and directors of the body, and employee incentive schemes.\n\nEmployees of the body\n\n(4) The body does not have to comply with subsection 734(2) of the Act in relation to an advertisement or a statement published by the body to employees of the body about the initial public offer provided the advertisement or publication is limited to the following matters (if applicable) but nothing more:\n\n(a) the fact that the body will be undertaking the initial public offer, including any impending announcements about the offer;\n\n(b) the timetable, structure and offer period for the initial public offer, including any changes or updates;\n\n(c) changes associated with the body intending to be a listed body, including changes to:\n\n(i) personnel and employment arrangements;\n\n(ii) internal management and proceedings of the body; and\n\n(iii) the financial, business and operations of the body;\n\n(d) any employee incentive plans, including the treatment of existing securities and option plans and any associated changes;\n\n(e) any employee priority offers under the initial public offer.\n\nFormer employees of the body\n\n(5) The body does not have to comply with subsection 734(2) of the Act in relation to an advertisement or a statement published by the body about the initial public offer to former employees of the body about the initial public offer provided the advertisement or publication is limited to the following matters (if applicable) but nothing more:\n\n(a) the fact that the body will be undertaking the initial public offer;\n\n(b) the treatment of existing securities and options plans, and any associated remuneration arrangements relating to the former employee’s outstanding remuneration.\n\n6 Conditions\n\nThe body must have adequate arrangements in place to ensure that any advertisement or statement published in reliance on the exemption in section 5 is kept up-to-date.\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"},"kimi_summary":{"content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":false,"description":"The instrument remains tightly focused on its original purpose: creating targeted exemptions from section 734(2) for IPO communications to specific insider groups. The scope has not expanded beyond facilitating factual communications regarding impending public offers while maintaining the underlying prohibition on promotional advertising."},"complexity_factors":["Short instrument: only 6 sections across 2 Parts","Limited defined terms: 6 definitions in section 4, all straightforward (employee, former employee, listing body, etc.)","Single operative exemption in section 5 with three parallel subsections (3, 4, 5) using identical structural logic","No cross-references to other legislation beyond the single reference to Corporations Act s 734(2)","Simple conditionality: binary trigger (intending to offer securities) plus negative condition (no promotional content) and positive conditions (strict topic lists)","No nested exceptions or complex temporal provisions"],"plain_english_summary":"This instrument creates a safe harbour allowing companies preparing for an IPO to give factual, limited updates to existing security holders, current and former employees (including contractors) without breaching Australia’s pre-prospectus advertising ban. \n\nIt matters because it lets firms handle routine operational and governance matters—timelines, treatment of securities, employee plans—while still banning promotional “hype,” balancing necessary stakeholder communication with investor protection."},"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":true,"description":"The instrument narrows the practical reach of subsection 734(2) for listing bodies by creating a targeted exemption for specified communications to security holders, employees and former employees about an intended IPO, subject to strict content limits and an update obligation."},"complexity_factors":["Narrow, rules‑based exemption requiring identification of specific permitted topics rather than a general standard","Depends on interaction with subsection 734(2) of the Corporations Act (requires users to know that external provision)","Defined audience categories (holders, employees, former employees) with different permitted content per category","Positive compliance obligation to keep communications up‑to‑date (ongoing administrative burden)","Ambiguous prohibition phrase: \"communicates the advantages, benefits or merits\" requires judgment about what crosses the line","Made under s741 delegation (instrumental/administrative origin) rather than primary legislation"],"plain_english_summary":"This instrument lets a company seeking to list (a “listing body”) communicate limited factual information about its intended IPO to its security holders, employees and former employees without complying with subsection 734(2) of the Corporations Act. Allowed topics are tightly restricted (for example: notice of the IPO, timetable, sell‑down details, escrow and employee offer matters) and must not promote the advantages or merits of the offer.\n\nThe company must keep such communications up to date. Companies bear the compliance risk: promotional language or omissions that go beyond the listed factual topics will remove the exemption."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-ipo-communications-instrument-2020-722","history":"/api/acts/asic-corporations-ipo-communications-instrument-2020-722/history","analysis":"/api/acts/asic-corporations-ipo-communications-instrument-2020-722/analysis","conflicts":"/api/acts/asic-corporations-ipo-communications-instrument-2020-722/conflicts","importantCases":"/api/acts/asic-corporations-ipo-communications-instrument-2020-722/important-cases","documents":"/api/acts/asic-corporations-ipo-communications-instrument-2020-722/documents"}}