{"id":"F2025L00423","name":"ASIC Corporations (Offers of CHESS Depository Interests) Instrument 2025/180","slug":"asic-corporations-offers-of-chess-depository-interests-instrument-2025-180","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":106244,"registerId":"commonwealth-F2025L00423-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"“703AA Application of this Chapter to de","sectionType":"section","heading":"“703AA Application of this Chapter to depository interests","content":"#### “703AA Application of this Chapter to depository interests\n\n  This Chapter applies in the following way to a foreign company and depository interests in relation to the underlying securities of the company:\n    (a) the foreign company that issues the underlying securities is taken to be the issuer of the depository interests;\n    (b) an offer of depository interests for issue is taken instead to be an offer of the underlying securities for issue by the foreign company;\n\n> Note: This paragraph applies to any offers of depository interests for issue, including, but not limited to, initial public offers, rights issues, dividend reinvestment plans and bonus plans.\n\n    (c) where paragraph (b) applies and the offer requires disclosure to investors under Part 6D.2, the disclosure document for the offer must explain the difference between holding depository interests and holding the underlying securities;\n    (d) for the purposes of determining whether an offer of the underlying securities for issue by the foreign company is a rights issue:\n      (i) a person that before the offer holds depository interests in relation to the underlying securities is to be treated as holding the securities; and\n      (ii) CDN is to be treated as not holding the securities mentioned in subparagraph (i);\n    (e) where the underlying securities are shares—for the purposes of determining whether an offer of the underlying securities for issue under a dividend reinvestment plan or bonus plan does not need disclosure to investors:\n      (i) a person that holds depository interests in relation to the underlying securities is to be treated as holding the securities; and\n      (ii) CDN is to be treated as not holding the securities mentioned in subparagraph (i);\n    (f) a sale offer of depository interests on an approved financial market by a person is taken instead to be a sale offer of the underlying securities on the financial market by the person;\n    (g) the foreign company is not taken to have issued the underlying securities with the purpose referred to in subparagraph 707(3)(b)(i) (as notionally modified by ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80) merely because it issued the securities to CDN;\n    (h) references to the provisions of Chapter 2M are to be read as references to:\n      (i) if section 601CK applies to the foreign company—section 601CK; or\n      (ii) otherwise—the financial reporting laws of the kind set out in Chapter 2M applicable to the foreign company in its place of origin;\n\n> Note: Section 601CK may not apply to a foreign company whose place of origin is a country prescribed by regulations made for the purposes of section 601CDA.\n\n    (i) references to orders under section 340 or 341 are to be read as references to declarations under subsection 601CK(7) or exemptions or waivers (however described) under the financial reporting laws of the kind set out in Chapter 2M applicable to the foreign company in its place of origin (as applicable).”.\n\n7 Operation of Part 7.9 in relation to depository interests\n\nPart 7.9 of the Act applies in relation to depository interests as if the following provisions were modified or varied as follows:\n\n1.  in Division 2, after section 1011A, insert:","sortOrder":0},{"sectionNumber":"“1011AB Division does not apply to depos","sectionType":"section","heading":"“1011AB Division does not apply to depository interests","content":"#### “1011AB Division does not apply to depository interests\n\n  Nothing in this Division applies in relation to depository interests within the meaning of subsection 700(1A).\n\n> Note: Offers of depository interests are regulated by Chapter 6D in a particular way: see section 703AA.”;\n\n1.  in Division 3, after subsection 1017F(2), insert:\n\n  “(2A) For the purposes of this section, the issuer of a depository interest (within the meaning of subsection 700(1A)) is taken to be the foreign company that issues the underlying securities (within the meaning of subsection 700(1A)) to which the interest relates.”.\n\nPart 4—Repeal\n\n8 Repeal\n\nThis instrument is repealed at the start of 1 April 2030.","sortOrder":1}],"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"},"flash_summary":{"complexity_score":7,"scope_assessment":{"changed":false,"description":"The instrument clarifies how existing Corporations Act provisions apply to depository interests by recharacterising issuers, offers and reporting references. The text does not itself state that it expands or narrows earlier statutory scope beyond these specified application rules; no prior baseline is provided in this instrument to demonstrate a change of scope."},"complexity_factors":["Recharacterisation of DIs so the foreign company is 'taken to be the issuer' and DI offers are treated as offers of the underlying securities (s.703AA(a)–(b))","New disclosure requirement to explain holding DIs versus underlying securities when Part 6D.2 disclosure applies (s.703AA(c))","Special rules for treating DI holders as security holders for rights issues, dividend reinvestment and bonus-plan exclusion tests (s.703AA(d)–(e))","Sales of DIs on an approved financial market are treated as sales of the underlying securities (s.703AA(f))","Explicit non-attribution where underlying securities issued to CDN do not, by that fact alone, import certain purpose findings (s.703AA(g))","Substitution of Australian Chapter 2M reporting references with section 601CK or the foreign issuer’s home reporting laws, including re-reading orders/declarations (s.703AA(h)–(i))","Modifications to Part 7.9: carve-out so Division 2 does not apply to DIs and deeming the DI issuer for Division 3 purposes (insertion of s.1011AB and s.1017F(2A))","Operational burdens for disclosure drafting, market listing processes and cross-border reporting alignment implied by the cross-references","Sunset/repeal date at start of 1 April 2030 (s.8), which creates a time-limited regulatory regime"],"plain_english_summary":"This instrument treats CHESS depository interests (DIs) as if the foreign company that issues the underlying securities is the DI issuer, so offers and market sales of DIs are treated as offers/sales of the underlying securities. Disclosure documents for such offers must explain the difference between holding DIs and holding the underlying securities. It also redirects Australian reporting references to section 601CK or the issuer’s home reporting laws, adjusts related Part 7.9 rules for DIs, and expires on 1 April 2030. Affected parties include foreign issuers, DI holders and market intermediaries."},"kimi_summary":{"content_quality":"ok","complexity_score":6,"scope_assessment":{"changed":false,"description":"This instrument appears to be performing its intended function of clarifying how existing corporate fundraising and financial services laws apply to CDIs. The scope remains tightly focused on the specific regulatory treatment of depository interests without expanding into broader corporate governance or market structure reforms. The amendments are technical and consequential in nature, ensuring CDIs fit within the existing legislative framework rather than creating new substantive obligations."},"complexity_factors":["Extensive cross-referencing to other legislation including the Corporations Act (Chapter 6D, Part 6D.2, Chapter 2M, Part 7.9, sections 700, 703AA, 707, 1011A, 1017F, 601CK, 601CDA, 340, 341) and ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80","Nested conditional logic with multiple tiers (e.g., paragraph (h) has two sub-paragraphs with 'if/otherwise' conditions, and a note about regulatory exceptions)","Multiple defined terms requiring external reference ('depository interests', 'underlying securities', 'foreign company', 'CDN', 'approved financial market', 'sale offer')","Notional modification concept - treating legal fictions as reality for specific purposes (foreign company 'taken to be' issuer, offers 'taken instead to be' other offers)","Specific exclusions and carve-outs (CDN explicitly excluded from holding securities in paragraphs (d)(ii) and (e)(ii))","Sunset clause with automatic repeal date (1 April 2030)","Modification of existing statutory provisions through 'as if' modifications to Part 7.9"],"plain_english_summary":"This instrument sets special rules for CHESS Depository Interests (CDIs), treating the foreign company offering them as the issuer and ensuring CDI holders receive equivalent treatment to direct shareholders for rights issues, dividends and secondary trading. It requires clear disclosure about the differences between CDIs and underlying shares, redirects financial reporting references to appropriate foreign rules, and excludes CDIs from certain domestic disclosure rules. It provides legal certainty for foreign issuers, investors, CHESS and depositary nominees."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-offers-of-chess-depository-interests-instrument-2025-180","history":"/api/acts/asic-corporations-offers-of-chess-depository-interests-instrument-2025-180/history","analysis":"/api/acts/asic-corporations-offers-of-chess-depository-interests-instrument-2025-180/analysis","conflicts":"/api/acts/asic-corporations-offers-of-chess-depository-interests-instrument-2025-180/conflicts","importantCases":"/api/acts/asic-corporations-offers-of-chess-depository-interests-instrument-2025-180/important-cases","documents":"/api/acts/asic-corporations-offers-of-chess-depository-interests-instrument-2025-180/documents"}}