ASIC Corporations (Foreign Rights Issues) Instrument 2025/611

The instrument relies on a compact set of concepts defined in Part 1 and used in the exemption in Part 2. The operative concept is a pro‑rata offer, which is an offer made to every person who holds securities in a particular class with the issue percentage equal to the holder’s existing percentage holding, subject to rounding and subject to exclusions mandated under foreign regulatory requirements (s 4, definition of pro‑rata offer). A shortfall offer is an offer of securities in the same class that is made to persons who were offered under the pro‑rata offer, made no later than two months after the first offer, and which either relates to securities first offered but not accepted under the pro‑rata offer or is conditional on a prior non‑acceptance under the pro‑rata offer (s 4, definition of shortfall offer).

“Australian offeree” is a jurisdictional phrase that identifies those recipients of pro‑rata or shortfall offers who receive the offers in Australia (s 4, definition of Australian offeree). “Australian resident” is a more technical term for counting the number of securities offered to residents for the 10 per cent threshold. It is a two‑branch rule. First, a beneficial owner is an Australian resident if their address is in this jurisdiction as included in publicly available reports of beneficial ownership given to relevant foreign regulatory agencies or market operators, or otherwise known to the foreign company (s 4). Second, where a beneficial owner’s address is not included in such reports and is not otherwise known to the foreign company, a holder is an Australian resident if their address in the register of members is in this jurisdiction (s 4). This structure identifies two common practical sources of address information and places the onus on the foreign company to rely on reports, market operator data, known information, or the issuer register when determining residency status.

The instrument invokes the concept of an “approved foreign market” as defined in s 9 of the Corporations Act 2001, and the instrument includes a note that the definition is notionally inserted by ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 (s 4, note). The “primary foreign jurisdiction” is defined for multi‑listing situations as the place of the approved foreign market where it is reasonably expected that the largest number of offers will be received under the pro‑rata offer (s 4).

“Foreign regulatory requirements” is defined to mean the laws or other rules that apply to the pro‑rata or shortfall offer in the primary foreign jurisdiction as in force at the date of the offer (s 4). The instrument requires the foreign company to have a reasonable belief that the offer is made in accordance with those foreign regulatory requirements before the domestic disclosure obligations are disapplied (s 5(1)).

The exemption covers only Part 6D.2 and Part 6D.3 of the Corporations Act 2001 (s 5(1)‑(2)). The instrument titles this relief “disclosure relief”, which signals that the relief is targeted at statutory disclosure and offer document requirements that ordinarily apply under those Parts. The instrument does not purport to override other provisions of the Corporations Act 2001 or other Commonwealth laws; it is framed as a specific exemption from the named Parts in defined circumstances.

Finally, the instrument is temporary. Commencement is immediate the day after registration (s 2), and the instrument is repealed at the start of 1 October 2030 (s 6). The instrument is made under the ASIC power in subsection 741(1) of the Corporations Act 2001 (s 3).

Primary decision‑makers and potential beneficiaries are foreign companies that propose to make pro‑rata offers of securities and associated shortfall offers where Australian residents may be offerees. The foreign company is obliged to form a reasonable belief that the offer is made in accordance with the applicable foreign regulatory requirements in the primary foreign jurisdiction before relying on the relief (s 5(1)). That reasonable belief is the gateway to the exemption.

Australian offerees and Australian residents are affected as recipients. The instrument changes the disclosure environment available to them where the foreign company satisfies the exemption conditions. The instrument defines “Australian offeree” as an offeree who receives an offer under a pro‑rata offer or shortfall offer in this jurisdiction (s 4). The scheme distinguishes Australian offerees and Australian residents for counting and disclosure parity purposes. “Australian resident” is defined by reference to beneficial owner addresses contained in publicly available reports lodged in the primary foreign jurisdiction or otherwise known to the foreign company, and, failing that, by reference to the register of members (s 4). This allocation determines who is counted in the 10 per cent threshold (s 5(3)(b)).

Persons who make sale offers of securities within 12 months after issue are also directly affected. Subsection 5(2) provides that such a person does not have to comply with Part 6D.2 or 6D.3 in relation to the sale offer. The instrument therefore extends relief beyond the initial issuer to a defined class of market participants that resell the securities in the one‑year window after issuance. The term “person” is broad and not limited in the instrument, so the relief potentially applies to Issuers, brokers, underwriters, or other sellers, provided the sale occurs within the 12‑month period specified (s 5(2)).

Regulators and advisers are affected indirectly. ASIC is the instrument maker, using statutory authority under subsection 741(1) of the Corporations Act 2001 (s 3). The instrument does not specify new enforcement mechanisms, but compliance and recordkeeping demands created by the eligibility conditions will be relevant to regulator oversight and to advisers who assist companies in assessing the exemption’s availability.

Approved foreign market operators and foreign regulators are implicated because the code relies on disclosure and beneficial ownership information provided to foreign agencies or market operators in the primary foreign jurisdiction. The definition of foreign regulatory requirements explicitly ties the company’s reasonable belief to the laws and other rules in force in that jurisdiction at the date of the offer (s 4).

Finally, Australian institutional or retail investors may be indirectly affected because the instrument changes the domestic disclosure baseline. The instrument requires Australian offerees to receive the same disclosure as offerees in the primary foreign jurisdiction (s 5(3)(e)(i)‑(iii)), which could mean Australian recipients receive disclosure prepared primarily to satisfy foreign regimes rather than domestic statutory forms. The instrument therefore shifts some of the control over disclosure form and content to the foreign regulatory environment and to the foreign company’s compliance with it.

The instrument creates a conditional right for foreign companies and certain sellers to avoid compliance with Parts 6D.2 and 6D.3 of the Corporations Act 2001 in the specified circumstances (s 5(1)‑(2)). That right is available only if the statutory conditions in s 5(3) are all satisfied. The operative duties flow from those conditions and from the definitions in Part 1.

Duty to form and record a reasonable belief: A foreign company must reasonably believe the pro‑rata or shortfall offer is made in accordance with foreign regulatory requirements to rely on the exemption (s 5(1)). The instrument places this factual threshold on the issuer. This is a subjective‑objective threshold; the statutory text requires the company’s reasonable belief. The instrument does not prescribe the content of the reasoning or the form of the evidence, but the company must satisfy the condition to access the relief.

Parity of terms: The foreign company must ensure the terms extended to Australian offerees are no less favourable than those extended to other offerees (s 5(3)(a)). This requires the issuer to design and document the offer terms so Australian recipients are not disadvantaged relative to offerees in the primary foreign jurisdiction or other markets. The instrument does not specify metrics for “no less favourable”, so the company must apply an objective comparison of key economic and procedural terms.

10 per cent quantitative cap: The number of securities offered to Australian residents must be no more than 10 per cent of the number of securities offered to all offerees (s 5(3)(b)). The computation uses the definition of Australian resident in s 4. The duty to count and demonstrate the calculation rests with the issuer or the person relying on the exemption.

Quotation and trading history duties: The offer class must have been quoted on an approved foreign market at all times in the three months before the day the offer is made (s 5(3)(c)). Additionally, trading in that class on the foreign market must not have been suspended for more than a total of five days during the shorter of (i) the period during which the class is quoted and (ii) the 12 months before the day the offer is made (s 5(3)(d)). These are factual predicates the issuer must satisfy and document.

Disclosure parity and timing duty: The disclosure given or made available to Australian offerees must be the same as that given or made available to an offeree located in the primary foreign jurisdiction, must be in English if an English version is available, and must be given or made available at or before the time the offer is made (s 5(3)(e)(i)‑(iii)). This condition imposes obligations on the timing, language and content of disclosure to Australian recipients.

Scope of relief and temporal limits: The relief from Parts 6D.2 and 6D.3 applies to a pro‑rata offer or a shortfall offer where the conditions are met, and to sale offers made within 12 months after issue of securities under such offers (s 5(1)‑(2)). The exemption does not purport to displace other statutory obligations outside those Parts.

Right to rely is conditional and reversible: The company’s right to the exemption depends on meeting all conditions. If the conditions are not met, the statutory relief is not available. The instrument does not create a private right against third parties; instead it specifies when statutory disclosure obligations are disapplied. The instrument does not define enforcement mechanisms for incorrect reliance, but the only effect stated is the availability of the exemptions when conditions are satisfied (s 5). The instrument is itself temporary; the relief expires on repeal at the start of 1 October 2030 (s 6).

Interaction with foreign rules: The exemption is expressly conditional on the foreign company reasonably believing that the offer is made in accordance with the foreign regulatory requirements in the primary foreign jurisdiction (s 5(1), s 4). The duty to consider foreign regulatory requirements places a compliance obligation on the issuer to map the foreign law regime to the issuer’s offer practices and to document that belief.

Administrative duty of timing: The instrument commences the day after registration (s 2). Offers made before commencement are not in the scope of the instrument. The repeal date is fixed, so offers after the repeal date will not be eligible.

The instrument does not itself create explicit civil or criminal penalties, nor does it specify administrative enforcement procedures. The text confines the instrument to creating exemptions from Parts 6D.2 and 6D.3 of the Corporations Act 2001 (s 5(1)‑(2)). Enforcement of compliance with the instrument will therefore depend on the operation of the Corporations Act and relevant enforcement powers and remedies that exist under the Act and other statutes. The instrument was made under subsection 741(1) of the Corporations Act 2001 (s 3), which is its legislative authority. The instrument neither amends Parts 6D.2 or 6D.3 directly nor prescribes sanctions.

Because the instrument disapplies Parts 6D.2 and 6D.3 when the conditions are satisfied, the immediate legal effect is to remove the obligation to comply with those Parts in the specified circumstances. The converse implication is that if a foreign company or seller does not meet the statutory conditions, then those Parts continue to apply and the issuer or seller remains subject to whatever compliance obligations and penalties are set out in Parts 6D.2 and 6D.3 under the Corporations Act. The instrument does not list those penalties, so determining the consequences of non‑compliance requires reference to the Act itself.

The instrument imposes factual and documentary predicates on eligibility which, if not satisfied, will mean the exemption is unavailable. Where an issuer incorrectly treats its offer as exempt, potential enforcement would arise through application of the Act’s general compliance and enforcement machinery rather than through sanctions set out in the instrument. The instrument does not create separate certification or reporting requirements to ASIC for claiming the exemption, nor does it prescribe formal notification to ASIC that the exemption is being relied upon. It is therefore a rules‑based exemption with operational reliance placed on the issuer’s internal assessment and recordkeeping.

Because the instrument is temporary and expressly repealed at the start of 1 October 2030 (s 6), there is a fixed sunset for relying on the exemption. Offers made after repeal cannot rely on the instrument. The instrument does not specify transitional arrangements beyond the commencement timing (s 2).

Practically, enforcement risk for market participants will therefore hinge on (i) whether the issuer can demonstrate that it formed the requisite reasonable belief about foreign regulatory compliance, (ii) whether the issuer can document that the conditions in s 5(3) were satisfied at the time of offer, and (iii) whether any relevant provisions of the Corporations Act outside Parts 6D.2 and 6D.3 apply. The instrument itself does not prescribe evidentiary standards for those factual showings.

The instrument explicitly operates by reference to the Corporations Act 2001. It is made under subsection 741(1) of that Act (s 3), and it disapplies Parts 6D.2 and 6D.3 of the Act for the specified offers (s 5(1)‑(2)). The text therefore presupposes the existence and content of those Parts in the Act, but does not amend or replace them. The instrument’s interaction is to suspend the effect of those statutory disclosure requirements for the described offers where the instrument’s conditions are met.

The instrument ties domestic relief to compliance with foreign laws and market rules through the definition of “foreign regulatory requirements” and the primary foreign jurisdiction concept (s 4). A foreign company’s reasonable belief that the offer complies with the foreign regulatory requirements in the primary foreign jurisdiction is a condition precedent to the domestic exemption (s 5(1)). The instrument therefore creates a cross‑jurisdictional compliance linkage: foreign regulatory regimes and market practices will influence whether the Australian disclosure regime applies to particular offers.

The instrument relies on the concept of an “approved foreign market” as defined in s 9 of the Corporations Act 2001 (s 4). The instrument includes an explanatory note that the definition of approved foreign market is notionally inserted by a previous ASIC instrument (ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669) (s 4, note). This means that whether an issuer can rely on the exemption turns in part on whether the market on which the offer class is quoted is an approved foreign market under the Act.

The instrument’s eligibility conditions also create interactions with foreign market disclosures and reporting regimes. For instance, the definition of Australian resident relies initially on addresses included in publicly available reports of beneficial ownership that have been given to foreign agencies or market operators (s 4). That cross‑reference means the issuer must use information that foreign market reporting rules produce and may need to reconcile those records with domestic registers.

The instrument does not purport to exempt companies from other Commonwealth, state or foreign laws. It disapplies only Parts 6D.2 and 6D.3 of the Corporations Act 2001 in the narrow circumstances stated (s 5). Other statutory obligations in the Corporations Act, such as continuous disclosure outside those Parts, insider trading prohibitions, or other market misconduct provisions, are not expressly affected by this instrument. The instrument also does not alter the operation of foreign law obligations; it is conditional on the company’s reasonable belief that the offer is made in accordance with those foreign rules (s 5(1), s 4).

When securities are quoted on more than one approved foreign market, the instrument specifies the primary foreign jurisdiction as the place of the approved foreign market where it is reasonably expected that the largest number of offers will be received under the pro‑rata offer (s 4). That choice of primary foreign jurisdiction will control the content of disclosure required for parity, the identity of the foreign regulatory requirements the issuer must consider, and the baseline for the “same disclosure” condition for Australian offerees (s 5(3)(e)). In multi‑listed situations, issuers must therefore make a reasoned selection of the primary foreign jurisdiction and document the basis for that expectation.

The instrument’s restrictions on trading suspensions interact with market status rules. The exemption requires that trading in the offer class on the foreign market was not suspended for more than a total of five days in the shorter of the period during which the class is quoted and the 12 months before the day the offer is made (s 5(3)(d)). This ties the domestic relief to recent market continuity in the foreign jurisdiction.

Finally, the instrument contains temporal interactions. It commences the day after registration (s 2) and is repealed at the start of 1 October 2030 (s 6). Any offers made before commencement or after repeal will not be within the instrument’s scope. The instrument does not set out transitional rules other than these dates.

The instrument text supplied contains no amendments or prior versions. It records the date of making as 19 September 2025 in the introductory signature block. The instrument states it is made under subsection 741(1) of the Corporations Act 2001 (s 3). The instrument specifies its commencement provision as the day after registration on the Federal Register of Legislation (s 2). The instrument contains a single express repeal clause providing that it is repealed at the start of 1 October 2030 (s 6).

There are no schedules, consequential amendments or repeals of other legislative instruments recorded within the instrument text supplied. Nor does the instrument itself displace or amend the definitions and provisions of the Corporations Act except insofar as the exemptions in s 5 temporarily remove the operation of Parts 6D.2 and 6D.3 in the narrow circumstances described. The instrument includes a note in the definitions that the meaning of “approved foreign market” is notionally inserted by a previous ASIC instrument, ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 (s 4, note). The instrument itself does not record any cross‑instrument amendments beyond that note.

Because the instrument is time‑limited, its legislative life is defined within the instrument: commencement the day after registration (s 2) and automatic repeal at the start of 1 October 2030 (s 6). The instrument text does not describe any planned interim reviews, extensions, or staged changes. Any amendment or extension following the making date recorded would require a further instrument or legislative change which is not contained in the text supplied.

The instrument text supplied records no litigation history. It does not mention any court decisions, tribunal findings, or administrative determinations that interpret or apply the instrument. The instrument contains no reported cases, no references to litigation outcomes, and no determinations about its legal effect by a judicial or administrative body in the supplied text.

Because the instrument is an exemption made under subsection 741(1) of the Corporations Act 2001 (s 3), disputes about its application, interpretation, or the sufficiency of a company’s reliance on the exemption would arise in the context of the Corporations Act and relevant judicial review or enforcement proceedings. However, the instrument itself contains no record of past litigation, and the supplied text does not identify any precedent on point. Any analysis of litigation risk or precedential authority would therefore require consultation of external case law or subsequent proceedings that are not in the instrument text provided.

In practice, the absence of litigation history in the instrument means that questions likely to attract dispute include how to apply the definitions of “Australian resident” and “primary foreign jurisdiction”, what constitutes a company’s “reasonable belief” that the offer is in accordance with foreign regulatory requirements, how to compute the 10 per cent cap, and what constitutes “the same” disclosure to Australian offerees as to offerees in the primary foreign jurisdiction. Those interpretive questions are likely to be litigated only if enforcement actions or disputed transactions arise after the instrument commences. The instrument text contains no guidance on adjudicative standards or evidentiary burdens for those questions.

1. Reasonable belief about foreign regulatory compliance (s 5(1), s 4): The exemption depends on the foreign company’s reasonable belief that the offer is made in accordance with the foreign regulatory requirements in the primary foreign jurisdiction. The instrument does not specify the evidence or documentation required to establish that belief. Companies must therefore form and retain contemporaneous, reasoned documentation of the analysis that supports the belief. Absent such records, the company may face difficulty demonstrating legitimate reliance if questioned.

2. Counting Australian residents for the 10 per cent cap (s 5(3)(b), s 4): The 10 per cent limit is expressed as the number of securities offered to Australian residents relative to securities offered to all offerees. The definition of Australian resident relies first on addresses in publicly available reports of beneficial ownership provided to foreign regulators or market operators or otherwise known to the foreign company, and second on register addresses where that information is not available (s 4). Practical problems arise where beneficial ownership reporting practices vary across jurisdictions, beneficial ownership is held via custodians or intermediaries, or where registers are asynchronous with foreign reporting. Determining who counts as an Australian resident for the numerator may therefore be operationally complex.

3. Parity of terms test is open textured (s 5(3)(a)): The requirement that terms offered to Australian offerees be “no less favourable” than those extended to other offerees does not define which terms are material for the comparison. Timing, pricing, allocation mechanisms, fees, and acceptance mechanics could all be points of difference. Issuers must make and document objective comparisons and ensure allocation and procedural rules are aligned.

4. “Same” disclosure and English language caveats (s 5(3)(e)(i)‑(iii)): The disclosure given to Australian offerees must be the same as that given to offerees in the primary foreign jurisdiction, and must be in English if an English version is available. In multi‑language jurisdictions where multiple language versions exist or where the primary foreign jurisdiction uses a non‑English base language but an English translation exists, issuers must provide English copies when available. The instrument does not resolve whether “same” requires exact document replication or substantive equivalence, which may affect drafting and translation practices.

5. Primary foreign jurisdiction selection in multi‑listing situations (s 4): When securities are quoted on more than one approved foreign market, issuers must identify the primary foreign jurisdiction as the place where it is reasonably expected the largest number of offers will be received. That assessment requires forecasting offer uptake and may need contemporaneous documentation of the forecast methodology.

6. Quotation and trading suspension predicates (s 5(3)(c)‑(d)): The offer class must have been quoted on an approved foreign market for the preceding three months, and trading must not have been suspended for more than five days in the shorter of the period quoted or the previous 12 months. A temporary suspension of trading that exceeds five days in the relevant period disqualifies the exemption. Issuers must track trading history closely.

7. Shortfall offers timing and scope (definition in s 4): Shortfall offers must be made no later than two months after the first offer under the pro‑rata offer and must meet the definitional constraints regarding to whom they may be offered. Failure to meet the two‑month window or the conditionality requirements for shortfall offers places those offers outside the exemption.

8. Sale offers within 12 months (s 5(2)): The exemption extends to persons making sale offers of securities within 12 months after issue. This creates timing‑sensitive promotional and resale conduct. Sellers must ensure the resale occurs within the 12‑month window and that the underlying issuance met the exemption conditions; otherwise, the seller cannot rely on the exemption.

9. No express procedural or reporting requirement to ASIC (s 5): The instrument does not require formal notification to ASIC when the exemption is relied upon. Lack of a notification regime reduces administrative friction but increases the evidentiary burden on the issuer to retain documentation to prove eligibility in the event of inquiry or dispute.

10. Sunset and temporal scope (s 2, s 6): The instrument commences the day after registration and is repealed at the start of 1 October 2030. Offers outside that window cannot rely on the exemption. Offers straddling the repeal date require careful timing analysis.

11. Narrow scope of relief: The instrument disapplies only Parts 6D.2 and 6D.3 of the Corporations Act 2001 (s 5(1)‑(2)). Other statutory obligations under the Act, including any offences, civil liability regimes or continuous disclosure obligations that are not within those Parts, remain in force and may apply.

12. Reliance on foreign reporting for residency (s 4): The definition of “Australian resident” contemplates using publicly available reports provided to foreign agencies or market operators. Where foreign reporting is incomplete, delayed, or formatted differently, issuers may need to reconcile conflicting data sources to calculate the 10 per cent cap.

Each of these items is a concrete operational point grounded in the instrument’s text and requires procedural controls, due diligence and contemporaneous recordkeeping to manage the legal and commercial risks.

1. Pre‑deal eligibility checklist and documented legal opinion: Before offering, the foreign company should form and document a reasoned belief that the pro‑rata or shortfall offer will be made in accordance with the foreign regulatory requirements in the primary foreign jurisdiction (s 5(1), s 4). A contemporaneous legal assessment of the foreign rules and a documented rationale for the company’s belief are prudent, because the instrument conditions the Australian exemption on that belief.

2. Determine the primary foreign jurisdiction and approved foreign market status: If the offer class is quoted on multiple approved foreign markets, establish the primary foreign jurisdiction as the place where the largest number of offers is reasonably expected to be received under the pro‑rata offer (s 4). Confirm that the markets in question are “approved foreign markets” under the Corporations Act 2001 and retain supporting documentation that the class was quoted on the approved foreign market for the three months prior to offer (s 5(3)(c)).

3. Verify trading suspension history: Check trading suspension records to ensure trading on that foreign market was not suspended for more than five days in the shorter of the period quoted and the 12 months before the offer (s 5(3)(d)). Retain documentary evidence of suspension dates and durations.

4. Residency and offer counting: Construct a methodology to identify Australian residents for the 10 per cent cap. Use publicly available reports of beneficial ownership provided to foreign agencies or market operators, other information known to the company, and, where neither exists, the register of members recorded addresses (s 4). Document the sources used, the reconciliation steps taken, and the final calculation showing that securities offered to Australian residents are no more than 10 per cent of securities offered to all offerees (s 5(3)(b)).

5. Ensure parity of terms: Prepare an objective comparison showing that the terms offered to Australian offerees are no less favourable than those extended to other offerees (s 5(3)(a)). Document the comparison across key commercial variables such as price, ratio or entitlement, acceptance mechanics, payment terms, and allocation methodology.

6. Prepare disclosure materials and translation checks: Provide the same disclosure to Australian offerees as is given to offerees in the primary foreign jurisdiction. Where an English version of the disclosure is available, provide the English version to Australian offerees (s 5(3)(e)(i)‑(ii)). Ensure distribution or availability is timed so that disclosure is given or made available at or before the time the offer is made (s 5(3)(e)(iii)). Keep records of when materials were delivered or made available.

7. Shortfall offers compliance: For shortfall offers, ensure they fit the statutory definition , they must be made to persons who were offered under the pro‑rata offer, be made no later than two months after the first offer, and meet the conditionality stated in the definition (s 4). Document timestamps and offer lists to evidence that shortfall offers comply.

8. Sale offers within 12 months: For persons intending to sell securities within 12 months of issue, ensure the sale occurs within that 12‑month window if relying on the exemption from Parts 6D.2 and 6D.3 for the sale offer (s 5(2)). Confirm that the underlying issuance satisfied the instrument’s eligibility conditions.

9. Recordkeeping and audit trail: Maintain a complete audit trail that evidences all eligibility conditions at the time of offer. Retain the company’s legal analysis of foreign regulatory requirements, the calculation demonstrating the 10 per cent cap, evidence of market quotation and suspension history, copies of disclosure supplied to the primary foreign jurisdiction and to Australian offerees, and contemporaneous communications establishing the terms parity.

10. Engage local advisers as necessary: Because the instrument’s availability turns on foreign law compliance, market listing status and domicile of offerees, coordinate with counsel and market intermediaries in the primary foreign jurisdiction and with domestic counsel or advisers to perform the residency analysis and to prepare disclosure parity comparisons. Although the instrument does not require notification to ASIC, proactive engagement with local advisers will help ensure robust documentation.

11. Monitor timing with respect to instrument lifespan: Confirm the offer timing is within the instrument’s effective life. The instrument commences the day after registration (s 2) and is repealed at the start of 1 October 2030 (s 6). Ensure offers and any related sale offers fall within these dates if relying on the exemption.

12. Compliance with other laws: Confirm that reliance on the instrument does not neglect other applicable legal obligations. The instrument disapplies only Parts 6D.2 and 6D.3 of the Corporations Act (s 5(1)‑(2)). Therefore, other statutory obligations and market rules remain in force. Maintain internal controls addressing continuous disclosure and market misconduct obligations not excluded by the instrument.

Following these steps implements the instrument’s textual requirements. The instrument places the onus on the foreign company and on sellers acting in the 12‑month window to form and document factual predicates and legal conclusions. Good governance practices require contemporaneous evidence of the factual basis for any claimed exemption.