{"id":"F2026L00338","name":"ASIC Corporations (Offers of Convertibles) Instrument 2026/97","slug":"asic-corporations-offers-of-convertibles-instrument-2026-97","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":107901,"registerId":"commonwealth-F2026L00338-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Offers of Convertibles) Instrument 2026/97","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Offers of Convertibles) Instrument 2026/97\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...................................................3\n\nPart 2—Declaration 4\n\n7 Securities that are convertible into continuously quoted securities........4\n\n8 Definition of underlying securities.................................4\n\nPart 3—Repeal 5\n\n9 Repeal.......................................................5\n\nSchedule 1—Repeals 6\n\nASIC Corporations (Offers of Convertibles) Instrument 2016/83...........6\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Offers of Convertibles) Instrument 2026/97.\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 741(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Act 2001.\n\n4 Schedules\n\nEach instrument that is specified in a Schedule to this instrument is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this instrument has effect according to its terms.\n\n5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\nThis instrument modifies the Act so that an offer of certain securities that are convertible into continuously quoted securities can rely on the prospectus disclosure rules in section 713 of the Act.\n\n6 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\nPart 2—Declaration\n\n7 Securities that are convertible into continuously quoted securities\n\nChapter 6D of the Act applies to all persons as if section 713 were modified or varied as follows:\n\n(a) after paragraph (1)(a) insert:\n\n“(aa) convertible or converting notes or convertible or converting preference shares of a body that are convertible, or may convert, into continuously quoted securities of the body; or”;\n\n(b) after paragraph (2)(c) insert:\n\n“(ca) if the securities are convertible or converting notes or convertible or converting preference shares—the rights and liabilities attaching to:\n\n(i) the convertible or converting securities themselves; and\n\n(ii) the underlying securities; and.”.\n\n8 Definition of underlying securities\n\nChapter 6D of the Act applies to all persons as if the definition of underlying securities in section 9 of the Act were modified or varied by, after paragraph (a), inserting:\n\n“(aa) in relation to convertible or converting notes or convertible or converting preference shares—those securities into which the convertible or converting securities are convertible or may be converted; and”.\n\n  \n\nPart 3—Repeal\n\n9 Repeal\n\nThis instrument is repealed at the start of 1 April 2031.\n\n  \n\nSchedule 1—Repeals\n\nASIC Corporations (Offers of Convertibles) Instrument 2016/83\n\n1 The whole of the instrument\n\nRepeal the instrument.","sortOrder":0}],"analysis":{"kimi_summary":{"content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":false,"description":"The instrument maintains the same narrow, technical scope as its predecessor. It is a direct replacement of ASIC Corporations (Offers of Convertibles) Instrument 2016/83 with substantively identical provisions, merely updating the sunset date. The scope remains limited to modifying disclosure requirements for specific types of convertible securities."},"complexity_factors":["Very short instrument (approximately 2 pages of substantive content)","Only 6 defined terms, with most being straightforward (e.g., 'Act' refers to the Corporations Act 2001)","Simple structure: preliminary matters, single operative declaration, repeal provision, and schedule repealing predecessor instrument","Limited conditional logic — essentially a straightforward modification of existing statutory provisions","No nested exceptions or complex cross-referencing beyond the basic reference to section 713 and Chapter 6D of the Corporations Act","Single operative mechanism: 'applies to all persons as if... modified' formula commonly used in ASIC instruments"],"plain_english_summary":"This ASIC rule lets companies offer convertible notes and convertible preference shares under the lighter section 713 disclosure regime when those instruments convert into ordinary shares that are already continuously quoted. It makes raising capital cheaper and simpler for issuers while relying on the existing market disclosure of the underlying shares to protect investors. The instrument replaces the 2016 version and extends the relief until 1 April 2031."},"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"},"flash_summary":{"complexity_score":4,"scope_assessment":{"changed":true,"description":"This instrument replaces ASIC Corporations (Offers of Convertibles) Instrument 2016/83 (Schedule 1) and changes the scope of Chapter 6D application by expressly treating convertible or converting notes and convertible or converting preference shares that convert (or may convert) into continuously quoted securities as eligible to use the s713 prospectus disclosure regime (clause 7). It also expands the definition of 'underlying securities' in s9 to include the securities into which such convertibles convert (clause 8). The instrument commences on registration or 1 April 2026 (clause 2) and is repealed at the start of 1 April 2031 (clause 9)."},"complexity_factors":["Cross-references into multiple Corporations Act provisions (Chapter 6D, section 713 amendments in clause 7; section 9 definition change in clause 8) create drafting and interpretation dependencies.","Technical subject-matter: distinctions between 'convertible' and 'converting' instruments and their 'underlying securities' require careful factual assessment by issuers and advisers (clauses 7 and 8).","Broad application: instrument applies to 'all persons' (clauses 7 and 8), widening who must interpret and comply with the modified rules.","Temporal elements: staged commencement (clause 2) and a statutory repeal/sunset at start of 1 April 2031 (clause 9) impose timing constraints on issuers and regulators.","Repeal of earlier instrument (Schedule 1) means practitioners must compare prior and current texts to determine transitional or changed obligations.","Amendments insert new subparagraphs into existing subsections rather than creating standalone rules, increasing cognitive load when mapping to existing disclosure obligations (clause 7(a)–(b))."],"plain_english_summary":"This instrument changes the Corporations Act so offers of convertible or converting notes and convertible or converting preference shares that convert (or may convert) into continuously quoted securities can rely on the prospectus disclosure rules in section 713. It also extends the Act’s definition of the underlying securities to include the securities into which those convertibles convert.\n\nThe change affects issuers of those convertibles and prospective investors by altering disclosure obligations; it starts on registration or 1 April 2026, repeals a 2016 instrument, and expires 1 April 2031."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-offers-of-convertibles-instrument-2026-97","history":"/api/acts/asic-corporations-offers-of-convertibles-instrument-2026-97/history","analysis":"/api/acts/asic-corporations-offers-of-convertibles-instrument-2026-97/analysis","conflicts":"/api/acts/asic-corporations-offers-of-convertibles-instrument-2026-97/conflicts","importantCases":"/api/acts/asic-corporations-offers-of-convertibles-instrument-2026-97/important-cases","documents":"/api/acts/asic-corporations-offers-of-convertibles-instrument-2026-97/documents"}}