{"id":"F2023L01305","name":"ASIC Corporations (On-Sale Disclosure Relief for Scrip Bids and Schemes of Arrangement) Instrument 2023/686","slug":"asic-corporations-on-sale-disclosure-relief-for-scrip-bids-and-schemes-of-arrangement-instrument-202","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":442112,"registerId":"F2023L01305-fast-fetch-1775957212819","compilationNumber":null,"startDate":"2026-04-12","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (On-Sale Disclosure Relief for Scrip Bids and Schemes of Arrangement) Instrument 2023/686","content":"---\nmeta-content-style-type: text/css\nmeta-content-type: application/xhtml+xml; charset=utf-8\n---\n\n?xml version=\"1.0\" encoding=\"utf-8\" standalone=\"no\"?>\n\n![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (On-Sale Disclosure Relief for Scrip Bids and Schemes of Arrangement) Instrument 2023/686\n\nI, Amanda Zeller, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.\n\n \n\nDate 22 September 2023\n\n \n\nAmanda Zeller\n\n \n\nContents\n\n[Part 1—Preliminary](#_Toc146221503)\n\n[1 Name of legislative instrument](#_Toc146221504)\n\n[2 Commencement](#_Toc146221505)\n\n[3 Authority](#_Toc146221506)\n\n[4 Definitions](#_Toc146221507)\n\n[Part 2—Exemption](#_Toc146221508)\n\n[5 On-sale disclosure relief for scrip bids and schemes of arrangement](#_Toc146221509)\n\n[Part 3—Repeal](#_Toc146221510)\n\n[6 Repeal](#_Toc146221511)\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (On-Sale Disclosure Relief for Scrip Bids and Schemes of Arrangement) Instrument 2023/686.\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 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\nminimum parcel, in relation to quoted securities, means:\n\n(a) if a “marketable parcel” or “minimum parcel” is defined in the rules governing the operation of a prescribed financial market on which the securities are quoted—a marketable parcel or minimum parcel as defined in those rules; and\n\n(b) otherwise—a parcel of the securities valued at not less than $500 based on the closing price of the securities on the relevant prescribed financial market.\n\nnon-participant means:\n\n(a) in relation to a takeover bid—a holder of the target’s securities who has accepted an offer made under a takeover bid and has elected not to acquire scrip consideration as consideration for their acceptance; and\n\n(b) in relation to a Part 5.1 scheme:\n\n(i) a person who has been offered scrip consideration under the Part 5.1 scheme and has elected not to acquire the scrip consideration; or\n\n(ii) a person who is not offered scrip consideration under a Part 5.1 scheme involving an issue of scrip consideration in exchange for other securities because:\n\n(A) the person is a foreign holder of the other securities; or\n\n(B) the person would otherwise receive a small parcel of scrip consideration under the terms of the scheme.\n\noffer for sale includes an invitation to purchase.\n\nPart 5.1 scheme means a compromise or arrangement conducted under Part 5.1 of the Act approved at a meeting held as a result of an order under subsection 411(1) or (1A) of the Act.\n\nscrip consideration means securities that are:\n\n(a) transferred to a nominee under the terms of an off-market bid which are of the kind described in subsection 619(3) of the Act; or\n\n(b) offered for sale through a security sale facility; or\n\n(c) offered for sale through a takeover-related small parcel sale facility; or\n\n(d) issued under a right to acquire securities that has been transferred or offered in accordance with paragraph (a), (b) or (c).\n\nNote: Subsection 619(3) is notionally substituted into the Act by ASIC Corporations (Takeover Bids) Instrument 2023/683.\n\nsecurities has the meaning given by subsection 92(3) of the Act.\n\nsecurity sale facility means:\n\n(a) a facility established in connection with a takeover bid to which both of the following apply:\n\n(i) under the terms of the bid:\n\n(A) the consideration includes an offer of scrip consideration; and\n\n(B)  the bidder appoints a nominee and transfers the scrip consideration that are not acquired by non-participants, or the right to acquire the scrip consideration, to the nominee; and\n\n(C) the nominee sells the scrip consideration, or the right to acquire the scrip consideration, and distributes to the non-participants their proportion of the proceeds of the sale net of expenses;\n\n(ii) the terms and conditions of the facility are disclosed in the bidder’s statement; and\n\n(b) a facility established in connection with a Part 5.1 scheme to which both of the following apply:\n\n(i) under the terms of the scheme:\n\n(A) scrip consideration is to be issued in exchange for other securities; and\n\n(B) the scrip consideration, or the right to acquire the scrip consideration, that are not acquired by non-participants are sold and their proportion of the proceeds of the sale net of expenses is distributed to them;\n\n(ii) the terms and conditions of the facility are disclosed in the explanatory statement for the scheme.\n\nsmall parcel, in relation to a non-participant in a Part 5.1 scheme, means a parcel of securities which is not a minimum parcel within the meaning of the operating rules of any prescribed financial market on which the securities are quoted, calculated using the highest closing price for the securities published by the financial market during the period:\n\n(a) beginning on the day a copy of the explanatory statement is registered by ASIC under subsection 412(6) of the Act; and\n\n(b) ending on the day an office copy of the order of the Court is lodged with ASIC under subsection 411(10) of the Act.\n\ntakeover-related small parcel sale facility means a facility through which securities, or the right to acquire securities, are sold in accordance with the requirements of subsection 619(4) of the Act.\n\nNote: Subsection 619(4) is notionally inserted into the Act by ASIC Corporations (Takeover Bids) Instrument 2023/683.\n\nPart 2—Exemption\n\n5 On-sale disclosure relief for scrip bids and schemes of arrangement\n\n(1) A person who makes an offer for sale of scrip consideration does not, for that offer, have to comply with:\n\n(a) subsection 707(3) of the Act; or\n\n(b) subsection 1012C(3) of the Act insofar as it applies to an offer that takes place in the circumstances covered by subsection 1012C(6) of the Act.\n\n(2) A person who makes a recommendation to acquire scrip consideration does not, for that recommendation, have to comply with subsection 1012A(3) of the Act insofar as it applies to an acquisition by way of a transfer of the scrip consideration in circumstances covered by subsection 1012C(6) of the Act.\n\nPart 3—Repeal\n\n6 Repeal\n\nThis instrument is repealed at the start of 1 October 2028.\n","sortOrder":0}],"analysis":{"flash_summary":{"complexity_score":5,"scope_assessment":{"changed":true,"description":"This instrument narrows the default disclosure and recommendation obligations in the Corporations Act for specific resale paths of scrip consideration. Concretely, it exempts persons offering scrip for sale from ss 707(3) and (in specified cases) 1012C(3), and exempts persons making recommendations to acquire scrip from parts of s1012A(3) when the acquisition is by transfer in circumstances covered by s1012C(6) (instrument s5(1)–(2)). The instrument relies on detailed definitions (s4) to limit its reach to nominee sale facilities, takeover‑related small parcel sale facilities and Part 5.1 scheme sale facilities where terms are disclosed in bidder’s statements or explanatory statements. It is time‑bounded by repeal on 1 October 2028 (s6)."},"complexity_factors":["Cross‑references to multiple Corporations Act provisions (ss 707, 1012A, 1012C and Part 5.1 procedures) require readers to consult the Act to see precise scope (see instrument s5(1)–(2)).","Numerous defined terms with market‑dependent meanings (minimum parcel, small parcel, scrip consideration, security sale facility, non‑participant) link relief to market operating rules (instrument s4).","Dependency on parallel instrument provisions (notional substitution/insertion of ss 619(3) and 619(4) by ASIC Corporations (Takeover Bids) Instrument 2023/683) creates external legal dependencies mentioned in definitions (s4 notes).","Relief is conditional on factual arrangements (e.g. nominee sale, disclosure of facility terms in bidder’s statement or explanatory statement) requiring document and process checks against the defined facility requirements (s4 security sale facility).","Temporal limitation and administrative lifecycle: the instrument commences on registration and is repealed 1 Oct 2028 (ss 2, 6), so applicability changes over time.","Technical allocation of proceeds and expenses (nominee sells and distributes proceeds net of expenses) creates practical compliance and accounting tasks for implementers (s4 security sale facility)."],"plain_english_summary":"This instrument exempts people who offer for sale or recommend the sale of \"scrip\" consideration in certain takeover bids and Part 5.1 schemes from specified on‑sale disclosure and recommendation duties in the Corporations Act. It applies where the scrip is sold through nominee sale facilities, takeover‑related small parcel sale facilities, or similar security sale arrangements, and defines who counts as a non‑participant and what constitutes a minimum or small parcel.\n\nMechanically, it narrows who must give on‑sale disclosure and when, reducing compliance obligations for bidders, nominees and scheme implementers in these resale arrangements."},"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 appears tightly focused on its original purpose of providing disclosure relief for on-sale of scrip consideration in takeovers and schemes of arrangement. The scope aligns with the instrument's title and preliminary provisions, covering the specific relief granted in Part 2 without significant expansion beyond this core function."},"complexity_factors":["Multiple defined terms (9 defined terms in section 4) with nested definitions","Cross-references to other ASIC instruments (2023/683) and Corporations Act sections (619(3), 619(4), 741(1), 1020F(1), 707(3), 1012C(3), 1012C(6), 1012A(3))","Conditional logic in definitions (e.g., 'minimum parcel' has alternative definitions based on market rules)","Temporal calculations in 'small parcel' definition (specific date ranges for price calculations)","Notional amendments referenced (subsections 619(3) and 619(4) are 'notionally substituted/inserted' by another instrument)","Dual application to both takeover bids and Part 5.1 schemes with slightly different mechanics"],"plain_english_summary":"This ASIC rule exempts sales of shares received as scrip in takeovers or schemes of arrangement from usual disclosure requirements when sold through a security sale facility. It affects bidders and companies using scrip consideration, non‑participating shareholders who opt for cash, and nominees selling on their behalf. By removing the need for prospectuses/PDSs for these facility sales, it cuts time and cost, easing completion of restructures and bids."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-on-sale-disclosure-relief-for-scrip-bids-and-schemes-of-arrangement-instrument-202","history":"/api/acts/asic-corporations-on-sale-disclosure-relief-for-scrip-bids-and-schemes-of-arrangement-instrument-202/history","analysis":"/api/acts/asic-corporations-on-sale-disclosure-relief-for-scrip-bids-and-schemes-of-arrangement-instrument-202/analysis","conflicts":"/api/acts/asic-corporations-on-sale-disclosure-relief-for-scrip-bids-and-schemes-of-arrangement-instrument-202/conflicts","importantCases":"/api/acts/asic-corporations-on-sale-disclosure-relief-for-scrip-bids-and-schemes-of-arrangement-instrument-202/important-cases","documents":"/api/acts/asic-corporations-on-sale-disclosure-relief-for-scrip-bids-and-schemes-of-arrangement-instrument-202/documents"}}