{"id":"F2023L01306","name":"ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687","slug":"asic-corporations-warrants-relevant-interests-and-associations-instrument-2023-687","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":104836,"registerId":"commonwealth-F2023L01306-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"“(1A) An issuer of a warrant and a holde","sectionType":"section","heading":"“(1A) An issuer of a warrant and a holder of the warrant are not associates of each other merely because of the terms of the warrant.","content":"#### “(1A) An issuer of a warrant and a holder of the warrant are not associates of each other merely because of the terms of the warrant.\n\n  For the purposes of this subsection, warrant and holder have the respective meanings given by subsection 609(6F).”.\n\n(2) Chapters 6 and 6C of the Act apply to all persons as if section 609 were modified or varied by as follows:\n\n(a) omit subsection (6) (including the heading but excluding the note), substitute:","sortOrder":0},{"sectionNumber":"“Market traded options, derivatives and ","sectionType":"section","heading":"“Market traded options, derivatives and warrants","content":"#### “Market traded options, derivatives and warrants\n\n  (6) A person does not have a relevant interest in securities merely because of:\n    (a) a market traded option over the securities; or\n    (b) a right to acquire the securities by a derivative; or\n    (c) a right under a call warrant:\n      (i) to acquire the securities; or\n      (ii) to require the securities to be held in trust.\n  This subsection stops applying to the relevant interest when the obligation to make or take delivery of the securities arises.\n  Issuers of call warrants\n  (6A) An issuer of a call warrant does not have a relevant interest in securities to which the warrant relates merely because the securities are held in trust under the terms of the warrant, provided the issuer has no power to control the voting or disposal of the securities (other than to enforce the terms of the trust or to retain ownership of the securities if the warrant expires unexercised or the holder of the warrant defaults) unless and until the warrant expires.\n  (6B) If an issuer of a call warrant has a relevant interest in securities because subsection (6A) ceases to apply, the issuer is taken to acquire a relevant interest in the securities at that time, by a transaction in relation to the securities.\n  Issuers of put warrants\n  (6C) An issuer of a put warrant does not have a relevant interest in securities to which the warrant relates merely because:\n    (a) the holder of the warrant has an option, under the terms of the warrant, to require the issuer to acquire the securities; or\n    (b) under the warrant or a trust securing the obligations of the issuer or the holder under the warrant, the issuer can exercise power to control the voting or disposal of the security, provided the power can only be exercised where:\n      (i) the option under the warrant is exercised; or\n      (ii) the option under the warrant expires unexercised; or\n      (iii) the issuer enforces the terms of the trust; or\n      (iv) the holder defaults under the warrant.\n  (6D) If an issuer of a put warrant has a relevant interest in securities because subsection (6C) ceases to apply, the issuer is taken to acquire a relevant interest in the securities at that time, by a transaction in relation to the securities.\n  Warrant trustees\n  (6E) Subsection (2) applies to a person (the trustee) who would otherwise have a relevant interest in securities as a trustee under a trust for the purpose of satisfying rights or obligations of the issuer or holder of a warrant to which the securities relate because the trustee:\n    (a) holds the securities; or\n    (b) would so hold such securities on trust but for dealing in the securities under a securities lending arrangement in accordance with the terms of the trust deed on ordinary commercial terms:\n    despite:\n    (c) the trustee having any of the following discretions which, under the terms of the trust deed relating to the warrant, may only be exercised on ordinary commercial terms or in an ordinary commercial manner as the case requires:\n      (i) discretions where the issuer or holder of the warrant becomes insolvent or breaches a term of the warrant;\n      (ii) discretions in relation to bonus issues, rights issues, returns of capital, security splits, security consolidations or other reconstructions of capital affecting the securities;\n      (iii) discretions in relation to a takeover bid for or a compromise or arrangement under Part 5.1 affecting the issuer of the securities but not in relation to voting or disposal of the securities;\n      (iv) discretions to deal in the securities under a securities lending arrangement;\n    (d) the holder of the warrant not having a presently enforceable or unconditional right of the kind referred to in subsection 608(8).\n  (6F) In subsection (6) and subsections (6A) to (6F):\n  call warrant means a security or derivative that:\n    (a) confers on the holder a right, but not the obligation, to acquire securities by way of transfer; and\n    (b) is issued under a Product Disclosure Statement; and\n    (c) is admitted to quotation on the financial market operated by ASX Limited or Cboe Australia Pty Ltd.\n  holder, in relation to a warrant, means a person who has a legal or equitable interest in the warrant.\n  put warrant means a security or derivative that:\n    (a) confers on the holder a right, but not the obligation, to sell securities by way of transfer; and\n    (b) is issued under a Product Disclosure Statement; and\n    (c) is admitted to quotation on the financial market operated by ASX Limited or Cboe Australia Pty Ltd.\n  securities lending arrangement means:\n    (a) an arrangement under which:\n      (i) one entity (the lender) agrees that it will:\n      (A) deliver the securities to another entity (the borrower) or to an entity nominated by the borrower; and\n      (B) vest title in those securities in the entity to which they are delivered; and\n      (ii) the borrower agrees that it will, after the lender does the things mentioned in subparagraph (i):\n      (A) deliver the securities (or equivalent securities) to the lender or to an entity nominated by the lender; and\n      (B) vest title in those securities (or those equivalent securities) in the entity to which they are delivered; or\n    (b) an arrangement under which:\n      (i) the securities are held by one entity (the borrower) or an entity nominated by the borrower, on behalf of another entity (the lender); and\n      (ii) the lender agrees that the borrower may deal in the securities on its own behalf or on behalf of a person; and\n      (iii) the borrower agrees that it will at some future time:\n      (A) deliver the securities (or equivalent securities) to the lender or to an entity nominated by the lender; and\n      (B) vest title in those securities (or those equivalent securities) in the entity to which they are delivered.\n  warrant means a call warrant or a put warrant.”.\n\nPart 3—Repeal\n\n6 Repeal\n\nThis instrument is repealed at the start of 1 October 2028.\n\nEndnotes\n\nEndnote 1—About the endnotes\n\n> Note: The endnotes provide information about this compilation and the compiled law.\n\n> Note: The following endnotes are included in every compilation:\n\n> Note: Endnote 1—About the endnotes\n\n> Note: Endnote 2—Abbreviation key\n\n> Note: Endnote 3—Legislation history\n\n> Note: Endnote 4—Amendment history\n\n> Note: Abbreviation key—Endnote 2\n\n> Note: The abbreviation key sets out abbreviations that may be used in the endnotes.\n\n> Note: Legislation history and amendment history—Endnotes 3 and 4\n\n> Note: Amending laws are annotated in the legislation history and amendment history.\n\n> Note: The legislation history in endnote 3 provides information about each law that has amended (or will amend) the compiled law. The information includes commencement details for amending laws and details of any application, saving or transitional provisions that are not included in this compilation.\n\n> Note: The amendment history in endnote 4 provides information about amendments at the provision (generally section or equivalent) level. It also includes information about any provision of the compiled law that has been repealed in accordance with a provision of the law.\n\n> Note: Misdescribed amendments\n\n> Note: A misdescribed amendment is an amendment that does not accurately describe how an amendment is to be made. If, despite the misdescription, the amendment can be given effect as intended, then the misdescribed amendment can be incorporated through an editorial change made under section 15V of the Legislation Act 2003.\n\n> Note: If a misdescribed amendment cannot be given effect as intended, the amendment is not incorporated and “(md not incorp)” is added to the amendment history.\n\nEndnote 2—Abbreviation key\n\n| ad = added or inserted                         | orig = original                     |\n| ---------------------------------------------- | ----------------------------------- |\n| am = amended                                   | par = paragraph(s)/subparagraph(s)  |\n| amdt = amendment                               | /sub‑subparagraph(s)                |\n| c = clause(s)                                  | pres = present                      |\n| C[x] = Compilation No. x                       | prev = previous                     |\n| Ch = Chapter(s)                                | (prev…) = previously                |\n| def = definition(s)                            | Pt = Part(s)                        |\n| Dict = Dictionary                              | r = regulation(s)/rule(s)           |\n| disallowed = disallowed by Parliament          | reloc = relocated                   |\n| Div = Division(s)                              | renum = renumbered                  |\n| exp = expires/expired or ceases/ceased to have | rep = repealed                      |\n| Effect                                         | rs = repealed and substituted       |\n| F = Federal Register of Legislation            | s = section(s)/subsection(s)        |\n| gaz = gazette                                  | Sch = Schedule(s)                   |\n| LA = Legislation Act 2003                      | Sdiv = Subdivision(s)               |\n| LIA = Legislative Instruments Act 2003         | SLI = Select Legislative Instrument |\n| (md not incorp) = misdescribed amendment       | SR = Statutory Rules                |\n| cannot be given effect                         | Sub‑Ch = Sub‑Chapter(s)             |\n| mod = modified/modification                    | SubPt = Subpart(s)                  |\n| No. = Number(s)                                | underlining = whole or part not     |\n| o = order(s)                                   | commenced or to be commenced        |\n| Ord = Ordinance                                |                                     |\n\nEndnote 3—Legislation history\n\n| Name                                                                                  | Registration                        | Commencement      | Application, saving and transitional provisions |\n| ------------------------------------------------------------------------------------- | ----------------------------------- | ----------------- | ----------------------------------------------- |\n| ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687 | 27 September 2023 (see F2023L01306) | 28 September 2023 |                                                 |\n| ASIC Corporations (Amendment and Repeal) Instrument 2024/229                          | 14 May 2024 (see F2024L00542)       | 15 May 2024       |                                                 |\n\nEndnote 4—Amendment history\n\n| Provision affected | How affected |\n| ------------------ | ------------ |\n| Section 2          | rep. s48D LA |\n| Section 5          | am. 2024/229 |","sortOrder":1}],"analysis":{"kimi_summary":{"content_quality":"ok","complexity_score":6,"scope_assessment":{"changed":false,"description":"The instrument appears focused on its original purpose of clarifying how warrants interact with takeover and disclosure rules. It addresses specific technical issues regarding relevant interests and associations in the context of warrants, without expanding into unrelated areas of corporate law."},"complexity_factors":["Multiple nested conditional exceptions (subsections 6A-6E each contain layered conditions with multiple sub-paragraphs)","Cross-references to Chapters 6 and 6C of the Corporations Act and specific subsections like 608(8) and 609(6F)","Technical financial terminology requiring definitions (call warrant, put warrant, securities lending arrangement, derivative)","Temporal conditions ('when the obligation to make or take delivery arises', 'unless and until the warrant expires')","Dual structure modifying both the 'associates' test and the 'relevant interest' test simultaneously","Specific carve-outs for trustee discretions with four distinct categories of permitted discretion in subsection (6E)","Interaction between issuer and holder status creating potential circularity in definitions"],"plain_english_summary":"This instrument narrows when holding or issuing warrants creates a \"relevant interest\" or makes parties \"associates\" under takeover and substantial holding rules. It protects warrant issuers, holders and trustees by excluding routine warrant-related rights and commercial discretions from automatically triggering control or disclosure obligations.\n\nThat clarity reduces unwanted takeover/disclosure consequences for banks, investors and trustees, stabilising the warrants market and hedging activity. The instrument expires 1 October 2028."},"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":true,"description":"Narrows the practical reach of section 609 for market‑traded options, derivatives and warrants by excluding those instruments from creating a relevant interest or an associate relationship in specified circumstances and by adding tailored issuer/trustee rules (subsections 6–6F). It therefore changes who is treated as holding voting/control interests and when acquisitions are treated as occurring; the instrument also has a built‑in repeal date (1 October 2028)."},"complexity_factors":["Technical interplay with Chapters 6 and 6C and modification of section 609 (multiple substituted subsections)","Detailed, instrument‑specific definitions (call warrant, put warrant, holder, securities lending arrangement) that limit application to market‑quoted PDS‑issued warrants (s6F)","Conditional exemptions that cease to apply when delivery/control obligations crystallise, creating timing‑based triggers (subsections 6, 6A, 6C, 6B, 6D)","Special rules for warrant trustees with specified discretions exercisable only on \"ordinary commercial terms\" (subsection 6E)","Deeming rules treating loss of exemption as an acquisition by transaction (subsections 6B and 6D)","Cross‑cutting compliance burdens for issuers, trustees and market participants to demonstrate lack of control and to maintain records","Market specificity — only applies where warrants are admitted to ASX or Cboe and issued under a PDS","Temporary nature (repeal at start of 1 October 2028) creating sunset and transitional considerations"],"plain_english_summary":"This instrument changes section 609 so that market‑traded options, derivatives and warrants do not, by themselves, create a \"relevant interest\" or make an issuer and a holder \"associates\" merely because of the warrant terms. It creates tailored rules for call and put warrant issuers and for warrant trustees, and defines securities‑lending arrangements and market admission requirements. It affects warrant issuers, holders, trustees and market participants by changing when disclosure, voting-control and takeover‑related obligations arise, shifting timing of compliance and recordkeeping obligations."},"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"}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-warrants-relevant-interests-and-associations-instrument-2023-687","history":"/api/acts/asic-corporations-warrants-relevant-interests-and-associations-instrument-2023-687/history","analysis":"/api/acts/asic-corporations-warrants-relevant-interests-and-associations-instrument-2023-687/analysis","conflicts":"/api/acts/asic-corporations-warrants-relevant-interests-and-associations-instrument-2023-687/conflicts","importantCases":"/api/acts/asic-corporations-warrants-relevant-interests-and-associations-instrument-2023-687/important-cases","documents":"/api/acts/asic-corporations-warrants-relevant-interests-and-associations-instrument-2023-687/documents"}}