{"id":"F2026L00333","name":"ASIC Corporations (Minimum Bid Price) Instrument 2026/101","slug":"asic-corporations-minimum-bid-price-instrument-2026-101","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":107886,"registerId":"commonwealth-F2026L00333-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Minimum Bid Price) Instrument 2026/101","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Minimum Bid Price) Instrument 2026/101\n\nI, Amanda Zeller, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.\n\nDate 23 March 2026\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 Schedules....................................................3\n\n5 Simplified outline of this instrument...............................3\n\n6 Definitions...................................................4\n\nPart 2—Declaration 5\n\n7 Minimum bid price.............................................5\n\nPart 3—Repeal 8\n\n8 Repeal.......................................................8\n\nSchedule 1—Repeals 9\n\nASIC Corporations (Minimum Bid Price) Instrument 2015/1068...........9\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Minimum Bid Price) Instrument 2026/101.\n\n2 Commencement\n\nThis instrument commences on the later of:\n\n(a) the day after it is registered on the Federal Register of Legislation; and\n\n(b) 1 April 2026.\n\n> Note: The register may be accessed at www.legislation.gov.au.\n\n3 Authority\n\nThis instrument is made under subsection 655A(1) of the Corporations Act 2001.\n\n4 Schedules\n\nEach instrument that is specified in a Schedule to this instrument is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this instrument has effect according to its terms.\n\n5 Simplified outline of this instrument\n\nSection 621 of the Act requires that the minimum consideration for securities under a takeover bid must equal or exceed the maximum consideration the bidder or an associate has provided or agreed to provide in the 4 months before the date of the bid (commonly referred to as the ‘minimum bid price’).\n\nThis instrument modifies section 621 to:\n\n(a) permit a bidder to offer less than the minimum bid price where there is a decrease in the value of the target’s quoted securities due to a share split or dividend; and\n\n(b) permit a bidder to offer less than the minimum bid price to certain bodies corporate in the bidder’s wholly-owned group, and certain nominees and bare trustees for those bodies; and\n\n(c) where the consideration offered includes quoted securities, permit a bidder to ascertain their value at a time chosen by the bidder within 5 business days before the date of the bid.\n\nVarious requirements apply in relation to the permitted actions.\n\n6 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\nPart 2—Declaration\n\n7 Minimum bid price\n\nChapter 6 of the Act applies to all persons as if the following provisions were modified or varied:\n\n(a) after paragraph 619(2)(d) insert:\n\n“(da) any differences in the offers attributable to the fact that the bidder may offer a lower amount or value of consideration to a person mentioned in any of the paragraphs in subsection 621(3B) than would otherwise be required to be offered;”;\n\n(b) after subsection 621(3) insert:\n\n“(3A) Despite subsection (3), if the securities in the bid class under a takeover bid are quoted securities, the consideration offered for securities in the bid class may be less than the minimum consideration required under subsection (3) to the extent of a decrease in the value of securities in the bid class provided both of the following are satisfied:\n\n(a) the decrease resulted from the target:\n\n(i) declaring a cash dividend; or\n\n(ii) converting its shares into a larger number under section 254H;\n\n(b) the date on which the operator of the market on which the bid class securities are quoted changes the basis of quotation of the securities to signify that trading in that class no longer carries the entitlement to the dividend or larger number of shares, is:\n\n(i) after the date the relevant purchase or agreement is made; and\n\n(ii) on or before the date of the bid.\n\nNote: If bid class securities are quoted on more than one approved financial market, paragraph (b) applies in relation to whichever market operator first changes the basis of quotation.\n\n(3B) Despite subsection (3) the bidder may offer consideration for securities in the bid class under a takeover bid that is less than the minimum consideration required under subsection (3) if the consideration is offered to any of:\n\n(a) a wholly-owned subsidiary of the bidder;\n\n(b) where the bidder is a wholly-owned subsidiary—its holding company or the holding company’s wholly-owned subsidiaries; or\n\n(c) a nominee or bare trustee of bid class securities for the bidder or bodies referred to in paragraphs (a) or (b);\n\nprovided that, if the offer is made to a body referred to in paragraphs (a) or (b) or to its nominee or bare trustee—the bidder has first obtained the written consent of the body for it or its nominee or bare trustee to receive the offer, and such consent acknowledges that the value of the consideration being offered is less than the value that would otherwise be required by subsection (3).”;\n\n(c) after subsection 621(4) insert:\n\n“(4A) Despite subsection (4), if the consideration offered for securities in the bid class under a takeover bid includes quoted securities, the bidder may ascertain the value of the quoted securities as at any time of its choosing within the 5 business days before the date of the bid, provided all of the following are satisfied:\n\n(a) the quoted securities are valued by calculating the volume weighted average market price of those securities in the ordinary course of trading on the approved financial market during the 2 full trading days before the chosen time;\n\n(b) the period of trading on which the valuation is based does not start until at least 5 trading days have elapsed after the first day that the bidder has sent a copy of the bidder’s statement and offer document:\n\n(i) to the target under item 3 of subsection 633(1); and\n\n(ii) to each approved financial market on which the target’s securities are quoted;\n\n(c) the bidder’s statement required to be sent by item 6 of subsection 633(1) includes the following information:\n\n(i) the value of the quoted securities ascertained under paragraph (a);\n\n(ii) details of the valuation method required to be applied by paragraph (a), including the trading days on which the valuation is based.\n\n(4B) For the purposes of subsections (3A) to (4A):\n\napproved financial market means:\n\n(a) a declared financial market; and\n\n> Note: declared financial market is defined in section 9D. Until the time the first declaration is made under subsection 9D(2), a market that was prescribed as a prescribed financial market by former regulation 1.0.02A of the Corporations Regulations 2001 is taken to be a declared financial market: see section 1705F.\n\n(b) an approved foreign market.\n\nNote: The definition of approved foreign market is notionally inserted in section 9 by ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669.\n\nquoted security means a security in a class of securities that is quoted on an approved financial market.”.\n\n  \n\nPart 3—Repeal\n\n8 Repeal\n\nThis instrument is repealed at the start of 1 April 2031.\n\n  \n\nSchedule 1—Repeals\n\nASIC Corporations (Minimum Bid Price) Instrument 2015/1068\n\n1 The whole of the instrument\n\nRepeal the instrument.","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":4,"scope_assessment":{"changed":false,"description":"The instrument maintains its original scope as a targeted modification to the minimum bid price rules in Chapter 6 of the Corporations Act. It updates and replaces the 2015 instrument without expanding into new regulatory areas. The three exceptions (share splits/dividends, intra-group transfers, and valuation timing) align with the instrument's established purpose of providing practical flexibility to takeover bid mechanics."},"complexity_factors":["Moderate cross-referencing: modifies specific subsections of the Corporations Act (sections 619, 621, 633) and incorporates external definitions from other ASIC instruments","Conditional logic with multiple prerequisites: each of the three exceptions (subsections 3A, 3B, 4A) contains layered conditions that must all be satisfied","Nested definitions: introduces 'approved financial market' and 'quoted security' with their own note references to other legislative instruments and transitional provisions","Temporal calculations: requires counting business days, trading days, and specific time windows (5 business days before bid, 2 full trading days, 5 trading days elapsed)","Dual consent requirements: subsection 3B requires both written consent AND specific acknowledgment language from corporate group entities","Sunset clause: automatic repeal after 5 years (1 April 2031) creates time-bound complexity"],"plain_english_summary":"This instrument relaxes Australia’s takeover “minimum bid price” rule so bidders aren’t forced to match prices paid within the last 4 months in circumstances that distort value. It carves out narrow exceptions for bona fide share splits/dividends, intra-group transactions with informed consent, and share‑offer valuation timing, easing practical hurdles for share-based bids and restructures.\n\nIt replaces the 2015 instrument and extends the updated rules to April 2031."},"flash_summary":{"complexity_score":5,"scope_assessment":{"changed":true,"description":"The instrument narrows the practical reach of the statutory minimum‑bid rule by creating defined exceptions. It permits bidders to pay less than the statutory minimum in three situations: where quoted securities decline in value because of a declared cash dividend or share split (subsection 621(3A)), when offers are made to specified wholly‑owned group bodies or their nominees with prior written consent (subsection 621(3B)), and where the bidder elects a valuation time in a specified 5 business‑day window using a VWAP method (subsection 621(4A)). These changes shift decision rights to bidders over valuation timing, require consent/documentation for intra‑group discounts, and alter who may receive lower consideration; the instrument is time‑limited and repeals the 2015 instrument."},"complexity_factors":["Amends interaction with an existing statutory rule (s621 minimum bid price) rather than creating a standalone regime, requiring cross‑reference reading.","Introduces three distinct exceptions (price adjustment for dividend/share split; intra‑group and nominee offers; bidder‑chosen valuation timing) that apply under different factual sequences (subsections 3A, 3B, 4A).","Valuation method specificity: requires volume weighted average market price (VWAP) over 2 full trading days ending at a bidder‑chosen time within a 5 business day window before the bid (subsection 4A(a),(4A)).","Timing constraints and sequencing: valuation period cannot start until at least 5 trading days after the bidder has sent its bidder’s statement and offer document to the target and markets (subsection 4A(b)).","Consent and documentation requirement for intra‑group reductions: written consent acknowledging reduced value must be obtained before offering (subsection 3B).","Definitions and market‑interaction complexity: relies on concepts of approved financial market, declared/approved foreign markets, and treatment where securities are quoted on multiple markets (subsection 4B and note in 3A(b)).","Compliance and disclosure obligations: bidder’s statement must include the ascertained value and valuation method and trading days used, creating administrative and disclosure steps (subsection 4A(c)).","Temporal limit and transitional effect: instrument commences on later of registration and 1 April 2026 and is repealed 1 April 2031; it also expressly repeals the prior 2015 instrument, affecting regulatory continuity (commencement and Part 3)."],"plain_english_summary":"This instrument changes the Corporations Act rule that normally forces takeover bidders to pay at least the highest price they paid in the previous 4 months. It allows bidders to offer less than that minimum in limited circumstances (where quoted shares fall in value because of a cash dividend or share split), for specified wholly‑owned group entities or their nominees (with written consent), and lets bidders pick a short pre‑bid time to value quoted securities. It matters to bidders, target shareholders and intra‑group recipients because it alters pricing and valuation timing."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-minimum-bid-price-instrument-2026-101","history":"/api/acts/asic-corporations-minimum-bid-price-instrument-2026-101/history","analysis":"/api/acts/asic-corporations-minimum-bid-price-instrument-2026-101/analysis","conflicts":"/api/acts/asic-corporations-minimum-bid-price-instrument-2026-101/conflicts","importantCases":"/api/acts/asic-corporations-minimum-bid-price-instrument-2026-101/important-cases","documents":"/api/acts/asic-corporations-minimum-bid-price-instrument-2026-101/documents"}}