ASIC Corporations (Debenture Prospectuses) Instrument 2026/91

The instrument introduces a small set of tightly scoped concepts and modifications to Chapter 6D which are the keys to operational compliance.

• Reference to application form as disclosure vehicle (new s 712(8)-(10)). A prospectus may now refer to an application form lodged with ASIC that contains the interest rate and term information, rather than reproducing those items within the prospectus. The reference must adopt prescribed statements: that rate/term are subject to change, that the most recently lodged application form sets out current rate/term and will be provided free on request during the application period, and a warning about repayment rights if an application is made on an out-of-date form (new subsection 712(8)(a)-(c)). The application form is taken to be included in the prospectus (new subsection 712(9)) and must be supplied free on request (new subsection 712(10)).

• Short-term debentures carve-out (section 712A). For debentures with a term of no more than five years (section 712A(1)(a)), the prospectus need not specify the interest rate or term (section 712A(2)), if a suite of conditions are satisfied (section 712A(3)). Those conditions: the prospectus must clearly and prominently explain how to ascertain the rate/term and warn applicants to confirm currency (section 712A(3)(a)(i)-(ii)), advise of repayment rights in the event of missing or non-current rate/term in an application form (section 712A(3)(a)(iii)), the application form must allow applicants to specify or select the rate/term (section 712A(3)(b)), the means of ascertaining must be easily accessible and free of charge with regard to likely applicants (section 712A(3)(c)), and any change in rate/term must be advertised in media where rates are normally advertised and notified promptly to persons who have copies of the prospectus and who regularly process applications (section 712A(3)(d)).

• Remedies and processes for out‑of‑date or incorrect application forms (section 725AA). If an issuer relying on the above provisions receives an application using an incorrect application form, the issuer must either repay the money, give a specific notice together with the current application form or current interest rate details and allow one month to withdraw and be repaid, or issue the debentures at the current interest rate while giving the notice and one month to withdraw (section 725AA(3)). An exception allows the issuer to issue at the higher rate shown in the incorrect form if it elects to do so (section 725AA(4)). Definitions of “current interest rate” and “incorrect application form” are set out (section 725AA(5)).

• Procedural coupling of prospectus and application form (new subsection 727(2A)). An issuer relying on new subsection 712(8) cannot make the offer or distribute the prospectus unless an application form has been lodged with ASIC and the offer or prospectus is accompanied by a copy of the application form most recently lodged with ASIC.

• Temporal and repeal architecture. The instrument commences on the later of registration and 1 April 2026 (section 2), repeals ASIC Corporations (Debenture Prospectuses) Instrument 2016/75 in full (Schedule 1), and itself is repealed at the start of 1 April 2031 (section 8).

These concepts create a dual disclosure model: (1) the prospectus remains the primary statutory document but may point to an application form as the immediate source of the variable information; and (2) for short-term debentures (<=5 years) the prospectus can omit rate/term entirely if certain consumer-accessibility and notification requirements are met (section 712A). The instrument makes the application form functionally part of the prospectus (712(9)) and imposes both pre-distribution steps (lodge with ASIC; accompany prospectus with latest form , 727(2A)) and post‑application consumer protections (725AA).

The instrument explicitly targets “an offer of a body’s debentures for issue in the ordinary course of its business” (see s 7, new subsection 712(7) and s 7(b) section 712A(1)). That phrase recurs as the trigger for the new disclosure regime; the instrument does not define “body” or “ordinary course of its business”, so coverage will be determined by the ordinary meaning of those terms in context or by other provisions of the Act where relevant. On the face of the instrument, the parties directly affected are:

• Issuers of debentures that make offers in the ordinary course of business and use a lodged prospectus. Those issuers gain the option to satisfy certain disclosure obligations regarding interest rate and term by relying on the lodged application form or the processes in section 712A for short-term debentures. Issuers must also comply with the new operational duties: lodge an application form with ASIC before making or distributing the prospectus where relying on the “refer to form” option (new subsection 727(2A)), provide copies free of charge on request during the application period (new subsection 712(10) and 712A(3)(c) obligations), and comply with 725AA’s handling of incorrect applications.

• Applicants for debentures (retail or wholesale). Applicants acquire statutory rights under the instrument: the right to obtain a copy of the application form most recently lodged with ASIC on request during the application period (new subsection 712(8)(b)(ii) and 712(10)); the right to be repaid application monies if an application is made on an incorrect application form or an application form that does not specify an interest rate, amount or term (712(8)(c); section 712A(3)(a)(iii); section 725AA(3)(b)); the right to a one-month period to withdraw and be repaid where certain notices are given (section 725AA(3)(b)(iv) and (c)(ii)); and, under section 725AA(3)(c), the potential to receive issued debentures at the current interest rate.

• ASIC. ASIC’s administrative systems will be the repository of the most recently lodged application form for each offer (new subsection 712(8)(b)(i)-(ii); new subsection 727(2A)(a)). The regulator will also be the public-facing lodgement point whose records are relied upon by issuers and applicants.

• Distributors, intermediaries and persons who “regularly process applications”. Section 712A(3)(d) requires the issuer to notify “each person from whom a copy of the prospectus is available and who regularly processes applications for debentures under the prospectus” when interest rates/terms change. This pulls in financial advisers, brokers, call centres or other intermediaries who distribute or process applications, as they must be recipients of prompt notifications and may need to update their systems and communications.

• Media outlets and channels that regularly publish interest rates. Section 712A(3)(d) requires that any change in interest rate or term be advertised “in any media in which interest rates and changes in interest rates have been regularly advertised”, which involves publishers, financial news services and potentially industry rate boards.

Indirectly affected parties include legal advisers and compliance teams advising issuers on prospectus content and process, printing and distribution vendors (because new subsection 727(2A)(b) requires the prospectus to be accompanied by the most recently lodged application form), and internal operations teams that reconcile applications against the “current interest rate” (as defined in section 725AA(5)). The instrument does not list carve-outs for wholesale-only offers or particular classes of bodies; its trigger is the phrase “in the ordinary course of its business” and the lodgement of a prospectus with ASIC, so its practical coverage will turn on the issuer’s business model and whether the offer is accompanied by a lodged prospectus.

This instrument creates discrete statutory duties for issuers and rights for applicants. Below are the principal obligations and entitlements, tied closely to the instrument’s text.

Issuer duties

• Reference and warning content in prospectus when relying on application form: If the issuer relies on new subsection 712(8), the prospectus must (a) state the interest rate and term are subject to change, (b) state that the current interest rate and term will be set out in the application form most recently lodged with ASIC and that a copy of that form will be given to anyone who asks during the application period, and (c) explain that an applicant may have rights to be repaid application monies if they applied on a form that is not the most recent (new subsection 712(8)(a)-(c)). The application form is taken to be included in the prospectus (new subsection 712(9)). The issuing body must give a copy of the application form free of charge to any person who asks for it during the application period (new subsection 712(10)).

• Conditional omission for short-term debentures: If the issuer is offering debentures with a term of no more than five years and files a prospectus, the issuer may omit interest rate and term from the prospectus (section 712A(2)), but only if the prospectus clearly and prominently explains how applicants can ascertain current rate/term and advises applicants to confirm currency (section 712A(3)(a)(i)-(ii)); states the repayment-rights warning (712A(3)(a)(iii)); ensures the application form permits applicants to specify/select rate and term (712A(3)(b)); ensures the means of ascertaining rates/terms are easily accessible and free (712A(3)(c)); and advertises any change in the media where rates are regularly advertised and promptly notifies persons from whom a copy of the prospectus is available and who regularly process applications (712A(3)(d)).

• Lodgement and accompanying form requirement: If relying on subsection 712(8), the issuer must not make the offer or distribute the prospectus unless an application form for the offer has been lodged with ASIC and the offer/prospectus is accompanied by the application form most recently lodged with ASIC (new subsection 727(2A)(a)-(b)).

• Handling incorrect application forms and applications: If the issuer receives an application using an incorrect application form while relying on subsection 712(8) or section 712A, the issuer must either (i) repay the money, (ii) give a prescribed notice, provide the most recent application form or current interest rate details and offer one month to withdraw and be repaid, or (iii) issue the debentures at the current interest rate and give the notice and one month to withdraw (section 725AA(3)). The issuer may elect to issue at a higher rate specified in an incorrect application form where that rate is higher than the current rate (section 725AA(4)).

• Advertising and notification obligations: Section 712A(3)(d) requires advertisement of changes in relevant media and prompt notification to persons from whom a copy of the prospectus is available who regularly process applications.

Applicant rights

• Right to obtain the most recent application form free of charge during the application period (new subsection 712(8)(b)(ii); new subsection 712(10)).

• Right to be repaid application monies where an application is made on an incorrect application form as defined in section 725AA(5) (section 712(8)(c), section 712A(3)(a)(iii), and section 725AA(3)(b)).

• Right to receive a notice that their application was made using an incorrect application form and an opportunity of one month to withdraw and be repaid, where the issuer elects not to immediately repay (section 725AA(3)(b)(i)-(iv)).

• Right to be issued debentures at the current interest rate if the issuer elects to proceed with the application (section 725AA(3)(c)), together with the same notice and one-month withdrawal right.

Operational definitions

• “Current interest rate” is defined in section 725AA(5) as the interest rate offered by the body for debentures of the specified amount and term on the day the application is received. That definition controls the calculation of refunds, rights to be issued at the current rate, and the exception where a higher rate on an incorrect form may be accepted.

• “Incorrect application form” likewise has a specific meaning. For issuers relying on subsection 712(8), it means an application form in relation to which the issuer does not have reasonable grounds to believe it is a copy of the application form most recently lodged with ASIC. For issuers relying on section 712A, it includes an application form that does not specify an interest rate, an amount or a term, or specifies an interest rate that is not the current interest rate for the amount and term specified by the applicant (section 725AA(5)(a)-(b)).

These duties are statutory and specific; the instrument takes care to both create an omission pathway (allowing omission of variable information from the prospectus) and to back it with procedural and consumer protections (free access to the current form, refund/notice/withdrawal rights, advertising and notification obligations). The drafting makes the application form a functional part of the prospectus (712(9)) and synchronises lodgement at ASIC with distribution of the prospectus (727(2A)), which reallocates some operational responsibility onto issuers and ASIC as record-keeper.

The instrument itself is made under subsection 741(1) of the Corporations Act 2001 (see s 3) and operates by modifying Chapter 6D of the Act as if the Chapter were varied in the specific ways set out in s 7. The instrument does not set out new criminal or civil penalty provisions within its text. Instead, it imposes statutory obligations and rights by altering how existing Chapter 6D disclosure requirements operate in specified situations.

Practical consequences for enforcement and compliance are therefore twofold:

• Compliance obligations are statutory. The instrument prescribes mandatory actions, not discretionary guidance. Examples: the requirement to give a copy of the most recently lodged application form free of charge on request during the application period (new subsection 712(10)); the prohibition on making an offer or distributing a prospectus relying on subsection 712(8) unless an application form has been lodged with ASIC and a copy accompanies the offer/prospectus (new subsection 727(2A)); and the duties in section 725AA when an incorrect application form is used. These are expressed as obligations using the statutory language “must” and thus are not optional operational practices.

• Enforcement will be through the Act as modified. Because the instrument modifies how Chapter 6D applies, enforcement measures available under the Corporations Act in relation to prospectus compliance and conduct will be the likely mechanisms through which any contravention of these modified requirements is addressed. The instrument itself does not list enforcement bodies, fines or specific civil penalties; the text confines itself to substantive modifications and leaves the broader enforcement architecture of the Act in place.

Operationally, non-compliance with the inserted provisions creates concrete outcomes for applicants (repayment rights, notice and withdrawal rights) and operational consequences for issuers (must give copies, must advertise changes, must lodge forms with ASIC). Those outcomes will be enforced by consumers raising claims, by intermediaries seeking recourse, and by ASIC’s routine oversight of prospectus filings and market conduct. The instrument does not specify the remedies or sanctions third parties may pursue, nor does it create an express private cause of action; it creates statutory duties which will be relevant to any enforcement or civil claim brought under the Act’s general provisions.

It is also material that the instrument has temporal limits. It commences on the later of registration and 1 April 2026 (section 2) and is repealed at the start of 1 April 2031 (section 8). This sunset means the modified enforcement landscape will be effective only during that period unless further legislative action is taken.

In sum, while the instrument does not itself append penalty schedules, it changes the universe of statutory obligations within Chapter 6D, and non‑compliance with these new duties will be actionable within the Act’s existing enforcement framework. Issuers should therefore treat the new duties as mandatory and design controls accordingly.

The instrument operates by explicitly modifying Chapter 6D of the Corporations Act 2001. Its interaction with other statutory provisions is expressed in the text primarily by exception and inclusion.

• Direct carve-outs to existing prospectus content sections. Section 712A(2) expressly states that “despite sections 710, 711 and 713, the prospectus need not specify the interest rate or the term of the debentures.” That language creates a statutory exception to those sections in the narrow circumstance the instrument addresses (offers of debentures with a term of no more than five years where conditions in section 712A(3) are satisfied). Practically, this means the instrument amends the operation of sections 710, 711 and 713 by creating a permitted omission.

• Functional inclusion of application form into prospectus. New subsection 712(9) treats the application form referred to under subsection 712(8) as “taken to be included in the prospectus”. This changes the content and composition of “the prospectus” for Chapter 6D purposes where that subsection is relied upon. Documents that are “taken to be included” will be relevant to whoever enforces or interprets the prospectus obligations under the Act, including any civil or regulatory actions that examine whether the prospectus complied with statutory disclosure obligations.

• Procedural coupling with lodgement and distribution rules. New subsection 727(2A) conditions an issuer’s ability to make an offer or distribute a prospectus when relying on 712(8) on two steps: lodging an application form with ASIC and accompanying the offer/prospectus with the most recently lodged application form. This requirement ties into existing lodgement regimes under the Act by creating a pre-condition to distribution.

• Advertising, notification and information-access obligations. Section 712A(3)(d) requires advertising of rate/term changes in media where interest rates are “regularly advertised” and prompt notification to “each person from whom a copy of the prospectus is available and who regularly processes applications.” This interfaces with commercial communication requirements and with any other legal obligations those intermediaries have, for example consumer protection regimes regarding marketing and disclosure, though the instrument itself does not cross-reference other statutes. The practical effect is to place obligations on issuers to use existing outside channels to broadcast changes, thereby interacting operationally with media and intermediaries that operate under other regulatory frameworks.

• Replacement of an earlier ASIC instrument. The instrument repeals ASIC Corporations (Debenture Prospectuses) Instrument 2016/75 in full (Schedule 1). That repeal changes the regulatory environment for debenture prospectuses by removing prior ASIC guidance or relief contained in 2016/75 and substituting the present instrument’s regime as the operative ASIC instrument for the period 2026-2031. The interaction in this respect is temporal and replaces prior ASIC-administered relief or modifications.

• Temporal interplay with Corporations Act powers. The instrument is made under subsection 741(1) of the Corporations Act (see s 3). It is therefore an ASIC legislative instrument that operates by varying the Act’s application in prescribed circumstances. It neither amends the Act text permanently nor alters other chapters of the Act outside the specific insertions/new sections set out.

What the instrument does not do

• It does not amend definitions outside the inserted subsections (it does not, for example, define “ordinary course of its business” or other Act-wide terms). Therefore the instrument works within existing meanings under the Act or other statutory interpretation principles.

• It does not create or specify new cross‑statutory penalties or enforcement procedures; rather, it relies on the Act’s statutory architecture being applied to Chapter 6D as modified.

In practical terms, the instrument is narrowly tailored to the prospectus regime for debentures, and its primary legal interactions are with the prospectus content rules and lodgement/distribution procedures in Chapter 6D and with the prior ASIC instrument it repeals.

The instrument itself is short and contains a limited number of explicit amendment actions. The principal amendment events recorded in the instrument are:

• Repeal of the prior instrument. Schedule 1 states: “ASIC Corporations (Debenture Prospectuses) Instrument 2016/75 , 1 The whole of the instrument , Repeal the instrument.” That is an express, complete repeal of the 2016 ASIC instrument within the scope identified in Schedule 1.

• Insertions into Chapter 6D of the Corporations Act. Section 7 sets out the substantive textual insertions into the Act: it inserts new subsections after subsection 712(6) (the “prospectus may simply refer to an application form” route with subsections (7)-(10)), inserts a new section 712A (the short-term debentures section), inserts new section 725AA (out‑of‑date, incorrect or incomplete applications for debentures), and inserts a new subsection 727(2A) after subsection 727(2). The instrument therefore effects four categories of amendment to Chapter 6D by insertion of new provisions.

• Commencement and sunset. The instrument specifies commencement timing in section 2: it commences on the later of the day after registration on the Federal Register of Legislation and 1 April 2026. The instrument also contains a built-in expiry: section 8 repeals the instrument at the start of 1 April 2031. These timing provisions make the instrument time-limited.

• Authority. The instrument declares its authority in section 3: it is made under subsection 741(1) of the Corporations Act 2001. That records the statutory power under which the instrument was made.

No other amendments, transitional provisions, or savings clauses are included in the text. The instrument does not provide for delegation of functions, does not modify definitions beyond the inserted subsections, and does not contain schedules of penalties. The effect is a focused, temporary modification of the application of Chapter 6D of the Corporations Act for the specified types of debenture offers, replacing ASIC’s prior instrument from 2016 for the period the instrument is in force.

Users seeking to map past regulatory states should therefore note: from the instrument’s commencement (post-registration or 1 April 2026) the 2016/75 ASIC instrument will no longer be in force (Schedule 1), and the new inserted provisions will operate until the instrument is repealed at the start of 1 April 2031 (section 8).

The instrument text contains no references to judicial decisions, regulatory determinations, or enforcement actions. It does not cite any litigation history, and it contains no transitional dispute-resolution clauses or declaratory statements about past case law. Consequently, based on the instrument alone:

• There are no cases, tribunal decisions, or administrative determinations recorded in this legislative instrument.

• There is no express judicial interpretation of the inserted provisions in the instrument text to draw upon.

For legal advisers, compliance officers and market participants, the practical implication is that the text will need to be interpreted in first instance against the language of the instrument and the Act. Any disputes about ambiguous phrases in the inserted sections,such as “ordinary course of its business”, “easily accessible and free of charge, having regard to the kinds of persons likely to consider applying”, or the appropriate media where rates have been “regularly advertised”,will be resolved by domestic courts or regulatory bodies applying standard statutory interpretation principles unless and until ASIC or another authority publishes guidance. The instrument itself does not supply that guidance.

Because the instrument takes effect by modifying Chapter 6D, any litigation about prospectus compliance, application forms, or applicant rights arising from actions taken under these new provisions would involve interpreting those insertions alongside other relevant Act provisions and any applicable common law or statutory remedies. That litigation history, if it develops, will lie outside the text of the instrument until such cases are decided.

The instrument’s drafting produces a number of concrete operational and legal risks that practitioners should treat as potential traps unless addressed by documented procedures. These are grounded solely in the instrument’s text.

• Reliance pre-condition and timing risk. New subsection 727(2A) conditions an offer or distribution of a prospectus (when relying on new subsection 712(8)) on two pre-conditions: (a) that an application form has been lodged with ASIC; and (b) that the offer or prospectus is accompanied by the application form most recently lodged with ASIC. Failure to lodge before distribution, or distributing without the most recent application form attached, means the issuer is not complying with the explicit statutory requirement. This timing requirement may interact poorly with commercial timelines for marketing, printing and distribution and with ASIC processing times.

• Definition and operationalisation of “most recently lodged application form”. New subsection 712(8)(b)(i)-(ii) and 727(2A) rely on what is the “application form most recently lodged with ASIC”. The instrument gives no process detail for how issuers can verify lodgement status or for how ASIC will label or index lodged forms. Absent clear administrative processes, issuers may struggle to establish “reasonable grounds” (a test used elsewhere in the instrument, e.g. 725AA(5)(a)) that an application form in their possession is indeed the most recent.

• Ambiguity in “easily accessible and free of charge, having regard to the kinds of persons likely to consider applying” (section 712A(3)(c)). This is a standards-based requirement rather than a bright-line test. What is “easily accessible” for one investor cohort may not be for another (for example, elderly retail investors or applicants with limited internet access). The instrument places the burden on issuers to make the means of ascertaining rates and terms “easily accessible and free of charge”, but it does not set objective benchmarks. This introduces compliance uncertainty and potential disputes about whether an issuer met the standard.

• Vague advertising test. Section 712A(3)(d) requires that any change in interest rate or term be “advertised in any media in which interest rates and changes in interest rates have been regularly advertised”. This requires issuers to identify the relevant media that satisfy the “have been regularly advertised” test. The instrument does not give an exhaustive list or a default (for example, ASIC register postings alone may not satisfy this requirement). The obligation to notify “each person from whom a copy of the prospectus is available and who regularly processes applications” is operationally burdensome because issuers must identify that set of persons and maintain contact details to ensure prompt notification.

• “Incorrect application form” and “current interest rate” interaction. Section 725AA(5) defines “current interest rate” as the rate offered by the body for debentures of the specified amount and term on the day the application is received. Under section 725AA(3), where an application is made on an incorrect application form, the issuer faces three alternative responses, including a refund or issuing at the current rate. The issuers must therefore have robust systems to determine the exact rate applicable on the day of receipt and to reconcile that with the applicant’s specified amount and term. Miscalculation could trigger statutory repayment obligations.

• One-month withdrawal window. Where the issuer elects not to immediately refund, the issuer must give one month for the applicant to withdraw and be repaid (section 725AA(3)(b)(iv) and (c)(ii)). This creates a cashflow and operational exposure for issuers who issue debentures and may be required to unwind the transaction within a month.

• Exception where incorrect form specifies a higher rate. Section 725AA(4) allows the issuer to elect to issue debentures at a higher rate specified in the incorrect application form. This creates a potential arbitrage or mispricing outcome: an applicant who used an out-of-date form specifying a higher rate can be issued at the higher rate if the issuer agrees, which is a commercial decision that may have material cost to the issuer.

• Free provision of application form during application period. New subsection 712(10) requires free provision “to any person who asks for it during the application period of the prospectus”. Issuers must ensure that both electronic and, where necessary, physical copies can be made available free on request, and that records are kept of such requests. Failure to do so is a statutory non‑compliance.

• Interaction with “ordinary course of its business”. The instrument repeatedly conditions relief on offers made “in the ordinary course of its business”, but does not define that phrase. Whether an issuer falls within this scope may be litigated or questioned by ASIC in individual cases, creating uncertainty for issuers whose debenture offers are not routine or are packaged with other capital-raising activity.

• Sunset date. The instrument is repealed at the start of 1 April 2031 (s 8). Issuers engaging in offers near the sunset must watch for any legislative renewal or replacement, and ensure that ongoing offers across the repeal date do not inadvertently continue to rely on the instrument once it has expired.

Detailed operational compliance and record-keeping are therefore necessary to mitigate these “gotchas”. The instrument both reduces the need to update a lodged prospectus with each rate movement and reallocates certain information governance, advertising and notification duties to issuers, with precise consequences for failure to observe the new rules.

The instrument creates specific, discrete compliance steps. Below is a practical compliance checklist mapped to the relevant sections, designed for issuers, advisers and operations teams.

1. Determine applicability

• Confirm the offer is of a body’s debentures made “in the ordinary course of its business” and that a prospectus will be lodged with ASIC (new subsection 712(7) and section 712A(1)). Document the factual basis for that characterisation in a board paper or legal memo.

• If seeking to use the short-term carve-out, confirm that debentures have a term of no more than five years (section 712A(1)(a)). If not, rely on the “refer to application form” pathway in new subsection 712(8) (which is not term-limited).

2. Prepare and lodge the application form with ASIC before distributing prospectus

• Draft an application form that contains the interest rate and term information and that makes provision for the applicant to specify or select the interest rate and term (section 712A(3)(b)). For issuers relying on subsection 712(8), ensure the application form is the intended disclosure vehicle.

• Lodge the application form with ASIC and retain dated evidence of lodgement. This is required by new subsection 727(2A)(a).

3. Draft prospectus language per statutory requirements

• If relying on new subsection 712(8), insert the exact content into the prospectus required by subsection 712(8)(a)-(c): a statement that rate and term are subject to change; that current rate/term are in the most recently lodged application form and a copy will be supplied on request during the application period; and an explanation of repayment rights if an application is made on an application form that is not the most recent (new subsection 712(8)).

• If relying on section 712A, ensure the prospectus clearly and prominently explains how an applicant may ascertain current interest rate and term, advises applicants to confirm currency prior to applying, and includes the repayment-rights warning required by section 712A(3)(a)(i)-(iii).

4. Ensure prospectus is accompanied by the most recent application form

• For offers where subsection 712(8) is relied upon, do not make the offer or distribute the prospectus unless the application form has been lodged with ASIC and a copy of the application form most recently lodged with ASIC accompanies the offer or prospectus (new subsection 727(2A)(a)-(b)). Include the application form as a physical enclosure for printed prospectuses and as a clearly labelled attachment or link for electronic distribution.

5. Make the application form easily accessible and free of charge

• For section 712A compliance, make the means to ascertain rates and terms “easily accessible and free of charge, having regard to the kinds of persons likely to consider applying” (section 712A(3)(c)). Practically, provide an obvious link on the issuer’s website, maintain an easily reachable phone number for copy requests, and offer physical copies on request. Document accessibility testing and accessibility statements for different cohorts of applicants if appropriate.

6. Advertising and prompt notifications for rate/term changes

• Prepare a media plan that identifies the media in which interest rates have been “regularly advertised” for the issuer’s market. Ensure that any change in interest rate or term is advertised in those media (section 712A(3)(d)).

• Maintain a contact list of “each person from whom a copy of the prospectus is available and who regularly processes applications” (brokers, advisers, call centres) and implement a process for prompt notification when rates/terms change. Keep dated records of all such notifications.

7. Systems for handling incorrect application forms and “current interest rate”

• Implement application intake systems that capture the exact date and time an application is received and reconcile the amount and term specified to the issuer’s published rates on that day, because “current interest rate” is defined as the rate offered by the issuer on the day the application is received (section 725AA(5)).

• If an incorrect application form is received, follow the statutory options in section 725AA(3): refund the money promptly, or deliver the prescribed notice along with the current application form or current interest rate details and give the applicant one month to withdraw, or issue the debentures at the current interest rate and provide the notice and one month to withdraw. Where the incorrect form specifies a higher rate, consider whether to elect to issue at the higher rate under section 725AA(4); if electing to do so, operationalise systems to issue the debentures at that rate and account for the financial effect.

• Draft a template notice that complies with the instrument’s content requirements (section 725AA(3)(b)(i)), and track the one-month withdrawal window using a formal case-management workflow.

8. Free provision and record keeping during the application period

• Maintain a log of all requests for copies of the most recently lodged application form during the application period and provide copies free of charge as required by new subsection 712(10). Keep delivery evidence (email, post receipts, dated logs).

9. Governance, approvals and board reporting

• Obtain formal legal sign-off that the issuer is relying on a specific subsection (712(8) or 712A). Record that decision in board minutes and in the prospectus approval process.

• Maintain a compliance register that records the dates of lodgement with ASIC, the dates the prospectus and accompanying application form were distributed, media used for advertising changes, and notifications made to intermediaries.

10. Monitor sunset and regulatory change

• Note the instrument’s repeal date at the start of 1 April 2031 (section 8) and track any ASIC guidance or legislative changes that might replace or extend the instrument. For offers that span the repeal date, obtain legal advice on transitional operation.

11. Engage third parties

• Coordinate with distributors, brokers and intermediaries to ensure they receive prompt notifications when rates change and that their application processing systems can handle the one-month withdrawal rule and the “current interest rate” calculation.

12. Audit and training

• Train front-line staff (call-centre, dealing) on how to respond to requests for the application form and on the protocol for handling incorrect application forms and withdrawal requests. Schedule an internal or external audit to test compliance with the advertising and notification obligations.

Checklist mapping to specific provisions for quick reference

• Lodge application form with ASIC before distributing prospectus: new subsection 727(2A)(a).

• Accompany prospectus with most recent application form: new subsection 727(2A)(b).

• Prospectus content if relying on 712(8): new subsection 712(8)(a)-(c); application form taken to be included: new subsection 712(9); provide free copy on request: new subsection 712(10).

• For debentures <=5 years: check 712A(1); follow 712A(3)(a)-(d) on prospectus explanations, application form design, accessibility, and advertising/notification requirements.

• Handling incorrect application forms: follow 725AA(3)-(5) and retain evidence of actions taken.

Following these steps and retaining contemporaneous documentary evidence of lodgements, communications, and operational decisions will substantially reduce compliance risk under the modified Chapter 6D regime the instrument creates.