{"id":"F2026L00334","name":"ASIC Corporations (Takeovers—Accelerated Rights Issues) Instrument 2026/102","slug":"asic-corporations-takeovers-accelerated-rights-issues-instrument-2026-102","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":107888,"registerId":"commonwealth-F2026L00334-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Takeovers—Accelerated Rights Issues) Instrument 2026/102","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Takeovers—Accelerated Rights Issues) Instrument 2026/102\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 Takeovers relief for accelerated rights issues.........................4\n\nPart 3—Repeal 6\n\n8 Repeal.......................................................6\n\nSchedule 1—Repeals 7\n\nASIC Corporations (Takeovers—Accelerated Rights Issues) Instrument 2015/1069 7\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Takeovers—Accelerated Rights Issues) Instrument 2026/102.\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Act 2001.\n\n4 Schedules\n\nEach instrument that is specified in a Schedule to this instrument is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this instrument has effect according to its terms.\n\n5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\nThe Act contains a general prohibition on acquisitions of certain relevant interests in voting shares. It also contains a number of specific exceptions to the general prohibition, including for acquisitions resulting from issues of securities under certain rights issues.\n\nThis instrument modifies the Act to provide an additional exception for issues of securities under certain accelerated rights issues.\n\n6 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\nPart 2—Declaration\n\n7 Takeovers relief for accelerated rights issues\n\nChapter 6 of the Act applies to all persons as if Part 6.2 of the Act were modified or varied as follows:\n\n(a) in the table in section 611, after item 10, insert:\n\n“Accelerated rights issues\n\n10A An acquisition that results from an issue of securities that satisfies all of the conditions set out in item 10, provided that for the purposes of determining whether the offers of a company’s securities satisfy the conditions set out in paragraphs (d) and (e) of item 10, disregard the following matters:\n\n(a) some or all persons who are offered securities as an exempt investor may:\n\n(i) receive the offers before other persons to whom offers are made; or\n\n(ii) be given a period of time to accept the offers which is less than the period of time given to other persons to whom offers are made;\n\n(b) the securities may be issued to a person as an exempt investor before securities are issued to other persons under the offers, provided that under the terms of the offers any such issue to an exempt investor is to occur no earlier than 2 months before the issue of securities to other persons who are not exempt investors;\n\n(c) under the terms of the offers:\n\n(i) offerees who are not exempt investors are able to trade rights on a declared financial market until a specified time for acceptances of offers has closed; and\n\n(ii) offerees who are exempt investors are not able to trade rights.\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\nThis extends to an acquisition by a person as underwriter to the issue or sub-underwriter.\n\nSee section 615.\n\nFor the purposes of this item:\n\nexempt investor means a person:\n\n(a) offered securities in circumstances that do not need disclosure under Part 6D.2 because of subsections 708(8) to (12); or\n\n(b) offered securities as a wholesale client (as defined in section 761G).\n\nrights means rights to be issued securities under the offers.”;\n\n(b) in subsections 615(1) and (2), omit “The exception in item 10 of the table in section 611 applies even though the conditions set out in the item”, substitute “The exceptions in items 10 and 10A of the table in section 611 apply even though the conditions set out in item 10”.\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 (Takeovers—Accelerated Rights Issues) Instrument 2015/1069\n\n1 The whole of the instrument\n\nRepeal the instrument.","sortOrder":0}],"analysis":{"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The instrument remains tightly focused on its original purpose: providing targeted relief for accelerated rights issues under the takeovers provisions. It replaces the 2015 instrument with substantially the same scope, updating only the specific conditions for exempt investor treatment and trading rights. No significant scope creep is evident."},"complexity_factors":["Relatively short length (8 sections plus schedule)","Single substantive modification to existing legislation (section 611 of the Corporations Act)","Requires cross-referencing to multiple external definitions: 'declared financial market' (section 9D), 'wholesale client' (section 761G), and Part 6D.2 disclosure exemptions (subsections 708(8)-(12))","Nested conditional logic in item 10A with multiple sub-paragraphs ((a), (b), (c)) and sub-sub-paragraphs ((i), (ii))","Incorporates by reference the existing conditions in 'item 10' of section 611, requiring readers to consult the primary legislation","Contains a sunset clause (automatic repeal after 5 years)"],"plain_english_summary":"This instrument creates a targeted exception to Australia’s takeover rules to validate accelerated rights issues—where companies sell shares to wholesale/sophisticated investors ahead of a later, tradable offer to retail holders. It preserves a common fast capital‑raising practice, affecting public companies, institutional investors, underwriters and retail shareholders, and prevents timing differences from triggering takeover prohibitions. The relief replaces a 2015 version and sunsets on 1 April 2031."},"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":5,"scope_assessment":{"changed":true,"description":"The instrument expands the scope of takeover exceptions by adding item 10A to section 611 to treat specified accelerated rights issues as non‑acquisitions. It modifies how offers can be timed and who may receive earlier or shorter offers (exempt investors), extends relief to underwriters/sub‑underwriters, and repeals the earlier 2015 instrument. The change is time‑limited (repeal 1 April 2031) and relies on existing disclosure and wholesale client definitions (sections 708 and 761G)."},"complexity_factors":["Amends Corporations Act table in section 611 by inserting new item 10A (interacts directly with statutory takeover prohibition)","Cross-references and dependencies on multiple provisions: sections 615, 611, 708(8)–(12), 761G, 9D and transitional note at 1705F","Introduces defined terms and factual tests (eg. ‘exempt investor’, ‘rights’) that require factual assessment by market participants and advisers","Treats underwriters and sub‑underwriters as within scope, expanding practical application beyond primary offerees","Temporal complexity: commencement tied to registration or 1 April 2026 and automatic repeal at start of 1 April 2031","Repeals an earlier instrument (2015/1069), requiring reconciliation with prior relief and transitional practices","Practical compliance issues around timing (eg. earliest issue to exempt investors up to 2 months before others) and rights trading windows"],"plain_english_summary":"This instrument adds a new exception to the Corporations Act takeover prohibition so that certain “accelerated rights issues” do not count as acquisitions. It permits issuers to offer securities to defined exempt investors earlier, give them shorter acceptance periods, issue to them up to two months before others, and allow trading of rights by non‑exempt offerees; it also covers underwriters and sub‑underwriters. Mechanically, the change shifts timing and disclosure choices to issuers and market participants and removes a takeover compliance barrier for these faster issues."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-takeovers-accelerated-rights-issues-instrument-2026-102","history":"/api/acts/asic-corporations-takeovers-accelerated-rights-issues-instrument-2026-102/history","analysis":"/api/acts/asic-corporations-takeovers-accelerated-rights-issues-instrument-2026-102/analysis","conflicts":"/api/acts/asic-corporations-takeovers-accelerated-rights-issues-instrument-2026-102/conflicts","importantCases":"/api/acts/asic-corporations-takeovers-accelerated-rights-issues-instrument-2026-102/important-cases","documents":"/api/acts/asic-corporations-takeovers-accelerated-rights-issues-instrument-2026-102/documents"}}