ASIC Corporations (Exchange-Traded Warrants) Instrument 2026/247

This instrument, ASIC Corporations (Exchange-Traded Warrants) Instrument 2026/247, makes three mechanical changes to how specified exchange-traded warrants are treated under the Corporations Act 2001.

First, it creates an exemption for issuers of exchange-traded managed investment warrants from certain disclosure and reporting obligations in Chapters 2M and 6CA and Part 7.9 of the Act. Concretely, an issuer (a "warrant issuer") of an exchange-traded managed investment warrant is not required to comply with section 1013I (Product Disclosure Statement or Short‑Form PDS), section 1015B (certain PDS requirements), or section 1017D (continuous disclosure obligations) in relation to the warrant (see s 7(1)(a)-(c)). The instrument also states, by note, that relying on the exemption from section 1015B has specified consequences for the application of other sections (see Note 1 to s 7).

Second, the exemption is conditional. Any warrant issuer that relies on the s 7 exemption must comply with section 1017B of the Act in relation to the warrant as if subsection 1017B(2) were omitted (see s 8). The instrument’s simplified outline describes this requirement as an obligation on the warrant issuer to provide ongoing disclosure of material changes and significant events (Simplified outline, s 5).

Third, the instrument modifies the operation of Part 7.9 in relation to exchange‑traded warrants so that the secondary sale of such warrants on the declared financial market on which they are admitted to trading status or quotation does not require the provision of a Product Disclosure Statement. It does so by directing that Part 7.9 applies in relation to an exchange‑traded warrant as if item 3 in the table in subsection 761E(3) of the Act were omitted where the warrant is acquired on the declared financial market in which it is admitted (see s 9(1)-(2)).

Operational details: the instrument commences the day after registration (s 2), is made under subsections 111AT(1) and 1020F(1) of the Act (s 3), and is time‑limited, with repeal at the start of 1 April 2031 (s 10). Schedule 1 repeals ASIC Corporations (Exchange‑Traded Warrants) Instrument 2016/886 in full (Schedule 1 item 1).

The instrument also defines the covered products. An "exchange‑traded managed investment warrant" must satisfy four elements: it is an exchange‑traded warrant; it is an arrangement to which paragraphs 761D(1)(a) to (c) apply; it is of a kind referred to in subparagraphs 764A(1)(b)(ii) or 764A(1)(ba)(ii); and it is transferable (Definitions, s 6).

The instrument therefore operates by removing certain PDS and continuous disclosure obligations for specific exchange‑traded warrants while imposing a condition to continue other specified disclosure (s 8). It also removes the need for a PDS on secondary sales on the market of admission (s 9).

The instrument’s effect rests on three core legal concepts that it defines or alters: the defined product class, exemption from specified statutory obligations, and a conditional ongoing disclosure obligation.

Product definition. The instrument creates a bespoke product class, "exchange‑traded managed investment warrant", by combining several statutory and market‑based attributes (s 6). For an instrument to fall within the class, it must be an exchange‑traded warrant as defined by the operating rules of the declared financial market on which it is admitted, it must be an arrangement to which paragraphs 761D(1)(a)-(c) of the Act apply, it must be of the kinds referred to in subparagraphs 764A(1)(b)(ii) or 764A(1)(ba)(ii) of the Act, and it must be transferable (s 6). Each of these components references existing provisions in the Corporations Act (761D and 764A), so the precise boundary of the class depends on how those Act provisions are applied to a given product.

Exemption mechanism. The instrument uses ASIC’s statutory power to exempt (s 3 states authority under ss 111AT(1) and 1020F(1) of the Act) to relieve warrant issuers of compliance with specific obligations in the statutory disclosure architecture. Specifically, s 7(1) exempts warrant issuers from s 1013I (PDS and Short‑Form PDS obligations), s 1015B (PDS requirements), and s 1017D (continuous disclosure) in relation to the warrant. The instrument’s Note 1 records follow‑on consequences for other statutory provisions where s 1015B is disapplied.

Conditional ongoing disclosure. The exemption is not unconditional. Section 8 requires that any issuer relying on s 7 must comply with s 1017B of the Act in relation to the warrant, "as if subsection 1017B(2) were omitted." The instrument’s simplified outline frames this as an obligation to provide ongoing disclosure of material changes and significant events (s 5). In practical terms, the instrument therefore replaces the specific requirements it removes with a retained obligation under s 1017B modified in a particular way; the details of s 1017B’s operation depend on the text of that provision in the Act.

Market‑level treatment of secondary sales. Part 3 (s 9) changes the application of Part 7.9 to exchange‑traded warrants so that, for sales that occur on the declared financial market where the warrant is admitted, the purchaser need not be supplied with a PDS. It accomplishes this by treating Part 7.9 as if item 3 in the table in subsection 761E(3) were omitted for exchange‑traded warrants acquired on that market (ss 9(1)-(2)). The operative effect is to distinguish primary offers, off‑market transactions, and market acquisitions as regards PDS requirements.

The instrument affects several distinct groups, with differing incentives and compliance obligations.

Warrant issuers. The direct, primary addressee is the issuer of an exchange‑traded managed investment warrant (defined in s 6). Warrant issuers are the parties relieved from specific obligations in the Act (s 7(1)), subject to the continuing disclosure condition in s 8. The issuer must determine whether a product it offers meets all four statutory criteria in s 6 to qualify for the exemption. If it qualifies and relies on the exemption, the issuer will cease providing PDSs (subject to the instrument’s scope), will not be subject to the specified continuous disclosure provision (s 1017D), but must comply with s 1017B in the modified form (s 8). Warrant issuers therefore face a changed compliance burden: less PDS preparation and periodic statement or financial reporting obligations under certain parts, counterbalanced by an ongoing obligation under s 1017B.

Investors/traders acquiring warrants on a declared financial market. The instrument alters what must accompany market acquisitions. Section 9 makes Part 7.9 apply as if item 3 in the table in subsection 761E(3) were omitted for exchange‑traded warrants acquired on their market of admission (s 9(1)-(2)). In practical terms, a purchaser who acquires an exchange‑traded warrant on the declared market on which it is admitted will not be entitled to a PDS at the point of acquisition under Part 7.9. Investors acquiring off‑market or in other contexts may be outside that carve‑out and therefore may still be covered by standard PDS rules; the instrument expressly limits its market‑sale treatment to acquisitions on the declared market of admission (s 9(2)).

Disclosing entity status and related market participants. The instrument addresses the interaction with the disclosing entity regime. Section 7(2) provides that a warrant issuer does not have to comply with the disclosing entity provisions if it is only a disclosing entity because one or more classes of its exchange‑traded managed investment warrants are ED securities. Thus a person whose sole reason for being a disclosing entity is the existence of ED securities comprising exchange‑traded managed investment warrants will cease to be regulated as a disclosing entity for those purposes. This affects issuers whose obligation to report to the market or provide periodic reporting arises solely from that status.

Market operators and declared financial markets. The definition of "exchange‑traded warrant" is market‑dependent, relying on the operating rules of the declared financial market on which the warrant is admitted (s 6). Market operators therefore indirectly determine product scope through their operating rules; issuers and market practitioners will need to reconcile market definitions with the statutory definition to establish application.

This instrument removes, modifies and preserves particular statutory duties and rights. Below are the principal effects, with references to the instrument.

Removal of PDS and related duties in specified contexts. Section 7(1) removes the obligation for a warrant issuer to comply with s 1013I (PDS or Short‑Form PDS), s 1015B (PDS requirements), and s 1017D (continuous disclosure) in relation to an exchange‑traded managed investment warrant. Practically, a warrant issuer who relies on this exemption will not be required to produce and distribute a PDS or Short‑Form PDS in relation to the covered warrant under s 1013I, and will not be subject to the PDS obligations found in s 1015B or the continuous disclosure provision s 1017D in relation to that warrant.

Consequences of disapplying s 1015B. The instrument records consequential statutory effects when s 1015B is disapplied (Note 1 to s 7). Those consequences include that paragraph 1013G(a), section 1013J and subsection 1016B(1) do not apply in relation to the relevant Product Disclosure Statement, and that section 1015D applies in relation to that Statement. These are statutory cross‑references established by the instrument’s note; the note must be read with the Act to identify the precise rights or restrictions that follow from those provisions not applying. The instrument also explicitly notes that s 1015B does not apply to a Short‑Form PDS (Note 2 to s 7).

Condition to maintain ongoing disclosure under s 1017B. Section 8 imposes a critical retained duty: any warrant issuer that relies on the s 7 exemptions must comply with s 1017B in relation to the warrant "as if subsection 1017B(2) were omitted." The instrument thus preserves an obligation to disclose material changes and significant events, but in a form that removes the operation of subsection 1017B(2). The instrument’s simplified outline characterises this duty as ongoing disclosure of material changes and significant events (s 5). The precise rights and duties under s 1017B outside the omitted subsection must be drawn from the Act itself; the instrument changes only the operation of that provision to the extent stated.

Disclosing entity relief. Section 7(2) provides that a warrant issuer "does not have to comply with the disclosing entity provisions if the warrant issuer is a disclosing entity only because one or more classes of exchange‑traded managed investment warrants of the warrant issuer are ED securities." This creates a statutory deregulatory right for issuers whose sole reason for disclosing entity status is the existence of ED securities comprised of such warrants.

This instrument itself does not create new criminal offences or civil penalty provisions. Instead, it changes which existing statutory obligations in the Corporations Act apply to a covered product and imposes a modified obligation under an existing provision. Enforcement therefore falls back on the Act and ASIC’s existing enforcement powers. The instrument should be read alongside the Act to determine the precise available remedies, sanctions or penalties for breach of the retained or other Act obligations.

Enforcement scope under existing provisions. Because s 7 exempts warrant issuers from s 1013I, s 1015B and s 1017D (s 7(1)), breaches of those provisions in relation to an exchange‑traded managed investment warrant will not arise while the exemption is relied upon. Enforcement action that would otherwise arise under those sections in respect of such warrants will not be available during that time frame for those specific provisions.

Retained enforcement under s 1017B. Section 8 conditions the exemption on compliance with s 1017B as if subsection 1017B(2) were omitted. Any failure to comply with s 1017B (as modified) would therefore be actionable under whatever enforcement mechanisms the Act provides for s 1017B breaches. The instrument does not alter the sanctions, penalties or remedies that apply to s 1017B itself; it only alters how that section operates in the context of the exemption. Readers must consult the Act to determine civil penalties, criminal offences or other sanctions that attach to s 1017B contraventions.

Consequential statutory effects. Note 1 to s 7 records that the consequence of relying on the exemption from s 1015B includes paragraph 1013G(a), section 1013J and subsection 1016B(1) not applying in relation to the relevant Product Disclosure Statement, and section 1015D applying in relation to that Statement. Those changes may alter the statutory remedies available to investors in relation to a PDS or the issuer’s obligations, but the instrument does not itself create enforcement mechanisms beyond modifying the web of statutory provisions that determine rights and liabilities. Parties must consult the Act to see which remedies are removed or preserved.

Regulatory oversight. ASIC is the maker of the instrument (s 3) and retains its general supervisory and enforcement remit under the Act. The instrument does not remove ASIC’s ability to enforce other provisions of the Act against issuers, nor does it limit ASIC’s powers to monitor market conduct, request information or take regulatory action outside the specific provisions affected by the instrument.

This instrument operates exclusively by modifying the application of provisions in the Corporations Act 2001. It does not purport to amend the Act itself but uses ASIC’s exemption and declaration powers under specified Act subsections to alter how parts of the Act apply to a defined set of products. The instrument therefore functions as an interstitial regulatory text that must be read in tandem with the Act.

Statutory authority and interaction. The instrument is made under subsections 111AT(1) and 1020F(1) of the Act (s 3). Those sections are the statutory source of ASIC’s power to make instruments that exempt persons from, or declare the application of, specified parts of the Act. The instrument’s legal effect derives from that authority; it changes application of listed Act provisions for the product class by operation of the instrument itself.

References to multiple Act provisions. The instrument cross‑references and therefore interacts with multiple provisions of the Act:

• Definitions and product classification rely on paragraphs 761D(1)(a)-(c) and subparagraphs 764A(1)(b)(ii) and 764A(1)(ba)(ii) (s 6). The exact legal character of the covered products depends on how these Act provisions are interpreted and applied.

• Exemptions affect s 1013I, s 1015B and s 1017D (s 7). These sections are part of the Act’s PDS and continuous disclosure architecture; the instrument therefore changes how that architecture applies for covered products.

• The instrument conditions the exemption on compliance with s 1017B, modified by omitting subsection 1017B(2) (s 8). The net compliance requirements combine instrument text with the remaining operation of s 1017B in the Act.

• Part 3 declares an altered application of Part 7.9 by treating item 3 in the table in subsection 761E(3) as omitted in relation to exchange‑traded warrants when acquired on their declared financial market (s 9). This directly interacts with the provisions in Pt 7.9 and with s 761E, which defines ED securities and their treatment.

Consequential statutory effects and cross‑references. The instrument’s notes highlight cross‑sectional consequences, for example that disapplying s 1015B has follow‑on effects on paragraph 1013G(a), s 1013J and s 1016B(1), and leaves s 1015D applicable (Note 1 to s 7). Those cross‑references mean that the removal of one statutory obligation ripples across other statutory rights and obligations; the full legal position requires reading the instrument and the relevant Act provisions together.

This instrument contains its own limited amendment history within its text. It repeals the prior ASIC Corporations (Exchange‑Traded Warrants) Instrument 2016/886 in full (Schedule 1 item 1), and it includes an express sunset repealing itself at the start of 1 April 2031 (s 10). The instrument commences the day after registration (s 2).

The relevant mechanical amendment events recorded in the instrument are:

• Repeal of the prior instrument: Schedule 1 expressly repeals ASIC Corporations (Exchange‑Traded Warrants) Instrument 2016/886 in whole (Schedule 1 item 1). This is a direct replacement of the prior ASIC instrument with the 2026 instrument; the text of the earlier instrument is not reproduced and any differences must be assessed by comparing the instruments themselves.

• Commencement timing: the instrument commences the day after registration (s 2). No staged commencement or deferred operation is provided; the full instrument takes effect on that date.

• Time limitation of effect: the instrument is itself time‑limited and will be repealed at the start of 1 April 2031 (s 10). The instrument therefore creates a finite regulatory period within which the exemptions and declarations apply.

There are no other express amendments, variations, or schedules listed that modify additional instruments beyond the single repeal in Schedule 1. The instrument does not include transitional arrangements beyond repealing the 2016 instrument and setting its own repeal date. It does not record past amendments to itself (because it is a single‑text instrument) and it does not set out a mechanism for future variation other than by the normal legislative or instrument‑making processes under the Act.

Practitioners should therefore treat the 2016 instrument as superseded from the commencement date of this instrument and should note the sunset date for the need to reassess compliance and disclosure frameworks prior to 1 April 2031. Any subsequent ASIC instruments or amendments to the Corporations Act will further alter the landscape, but those are outside the text of this instrument.

The instrument does not record any litigation history. Within the instrument text there are no references to court decisions, tribunal determinations, or appeals. There are also no preserved or referenced judicial interpretations included in the text.

Because the instrument operates by modifying the application of provisions in the Corporations Act, any litigation that may arise in future would do so by reference to the interplay between the instrument and the Act. The instrument itself does not set out precedent, case law, or judicial constructions. Users seeking judicial interpretations of how the instrument applies to particular facts would need to consult court records, which are not included in this instrument.

As of the instrument’s text, there is no reported case law, administrative tribunal decision or other judicial history incorporated within the instrument. For matters of dispute about whether a product meets the definition of "exchange‑traded managed investment warrant", about whether a warrant issuer has lawfully relied on the exemptions, or about the scope of s 1017B as modified, litigation would engage the Corporations Act provisions cited by the instrument; the instrument itself provides no adjudicative history to inform interpretation.

Practitioners and litigators must therefore rely on the statutory text of the Act and any future judicial decisions that consider the instrument’s operation. The instrument’s repeal of the 2016 instrument suggests that any litigation under the earlier instrument will not be continued or recorded here; separate searches of litigation databases and court records would be necessary to discover cases involving the 2016 instrument or prior disputes involving exchange‑traded warrants.

The instrument creates a compact set of carve‑outs and conditions that contain several practical traps for issuers, market participants and advisers. The following points identify where an inaccurate reading of the instrument or an incomplete compliance approach may produce unintended consequences.

Product qualification is conjunctive. The instrument’s definition of "exchange‑traded managed investment warrant" requires that all four conditions in s 6 be satisfied: (a) it is an exchange‑traded warrant; (b) it is an arrangement to which paragraphs 761D(1)(a) to (c) apply; (c) it is of a kind referred to in subparagraphs 764A(1)(b)(ii) or 764A(1)(ba)(ii); and (d) it is transferable. Failure to satisfy any one of these elements means the instrument’s exemptions do not apply. Practitioners must not assume that a product that is merely called a "warrant" or that is listed on a market automatically qualifies; the statutory tests must all be met (s 6).

Market definition dependence. The instrument relies on the operating rules of the declared financial market to define "exchange‑traded warrant" (s 6). Different markets may have different operating‑rule definitions. An issuer who lists a product on one market and later transfers it to another must check the receiving market’s operating rules and the product’s fit with the statutory criteria. The operating rules are external to the instrument and will determine whether the instrument’s relief applies.

Scope of PDS exemptions and Short‑Form PDS. Section 7(1)(a) exempts issuers from s 1013I "in relation to a Product Disclosure Statement or Short‑Form PDS in relation to the warrant," and Note 2 states s 1015B does not apply to a Short‑Form PDS. Care is required in interpreting whether and when a Short‑Form PDS is implicated and whether other statutory or market obligations still require disclosure in another form. The instrument does not remove every disclosure obligation; it removes particular statutory PDS requirements but preserves a modified ongoing disclosure duty (s 8).

Interpretation of the s 1017B modification. Section 8 conditions the exemption on compliance with s 1017B "as if subsection 1017B(2) were omitted." The instrument does not reproduce subsection 1017B(2), nor does it explain the practical effect of its omission. Practitioners must therefore examine the Act to understand what subsection 1017B(2) does and how its removal changes the issuer’s disclosure obligations. Mistaking the effect of omitting that subsection could lead to under‑disclosure or over‑disclosure relative to the instrument’s expectations.

Disclosing entity relief narrowness. Section 7(2) relieves a warrant issuer from the disclosing entity provisions only where the issuer is a disclosing entity solely because one or more classes of its exchange‑traded managed investment warrants are ED securities. If the issuer is a disclosing entity for any other reason (for example, it has other classes of listed securities that are ED securities, or it otherwise satisfies the disclosing entity tests), the relief does not apply. This is a narrow carve‑out; issuers must confirm the basis of their disclosing entity status before assuming relief.

A practical, source‑grounded compliance checklist follows. It assumes the reader will consult the Corporations Act itself for the full text of sections referenced, and it uses only the instrument’s instructions.

1. Confirm product qualification (s 6).

   • Verify that the product is an "exchange‑traded warrant" as defined by the operating rules of the declared financial market on which it is or will be admitted (s 6).
   • Confirm that the product is an arrangement to which paragraphs 761D(1)(a)-(c) apply and that it is of the kinds referred to in subparagraphs 764A(1)(b)(ii) or 764A(1)(ba)(ii) (s 6).
   • Confirm the instrument’s transferability requirement is met (s 6(d)).
   • Document the analysis and retain evidence of how the operating rules and the Act’s paragraphs/subparagraphs apply.

2. Decide whether to rely on the s 7 exemptions.

   • If the product meets all elements in s 6, the issuer may rely on s 7(1) to be exempt from s 1013I, s 1015B and s 1017D in relation to the warrant.
   • Record the internal decision and legal rationale, including reliance on the instrument and the dates of commencement and planned review.

3. Observe the s 8 condition: comply with s 1017B (modified).

   • Implement compliance processes to satisfy s 1017B of the Act in relation to the warrant, keeping in mind the instrument’s instruction to treat s 1017B as if subsection 1017B(2) were omitted (s 8).
   • Because s 1017B is not reproduced in the instrument, consult the Act to determine all obligations under s 1017B other than the omitted subsection, and adapt disclosure policies accordingly.
   • Put in place policies and procedures to identify material changes and significant events and to ensure timely disclosure under the modified s 1017B duty (s 5 simplified outline and s 8).

4. Reassess disclosing entity status.

   • Determine whether the issuer’s only reason for being a disclosing entity is that one or more classes of its exchange‑traded managed investment warrants are ED securities. If so, s 7(2) provides that the issuer does not have to comply with the disclosing entity provisions.
   • If the issuer has other grounds for disclosing entity status, continue to comply with the full disclosing entity obligations.

5. Manage PDS expectations for market acquisitions.