ASIC Corporations (Foreign Scrip Bids) Instrument 2025/612

The instrument deploys a small set of technical concepts to delineate the exemption. Those concepts are defined in Part 1 and used to gate the relief in s 5.

• Foreign scrip bid. The operative definition in s 4 sets a foreign scrip bid as an offer for securities in the bid class that may result in acquisition of control or a substantial interest in an issuer or managed investment scheme, where the offer is regulated by foreign laws or rules that apply to acquisitions of control or substantial interests and are in force in an eligible foreign country, and where scrip forms all or part of the consideration and offers are made to all or some holders as described in the definition. The definition therefore ties the exemption to bids that are subject to foreign regimes that regulate control acquisitions or substantial interests. The instrument uses "relevant regulatory requirements" to refer back to the foreign laws or rules (s 4).

• Bid class and securities in the bid class. The bid class is the class or classes of securities or scheme interests being bid for (s 4). The exemption in s 5 applies to offers of scrip that form all or part of the consideration for those securities or interests.

• Australian resident (for the foreign scrip bid). The instrument gives a specific, procedural test for deciding who counts as an Australian resident for the purposes of the 10% threshold. Paragraphs (a) and (b) of the definition in s 4 use a hierarchy. First, a beneficial owner whose address appears in publicly available beneficial ownership reports provided to certain foreign regulators or market operators, or otherwise known to the bidder or its related bodies corporate, is an Australian resident if that address is in this jurisdiction (s 4, Australian resident (a)(i)-(ii)). Second, where those publicly available reports do not include a beneficial owner’s address or it is not otherwise known to the bidder, a holder is an Australian resident if the address recorded in the register of members is in this jurisdiction (s 4, Australian resident (b)). This is a records‑based counting rule for the 10% test.

• Approved foreign market and eligible foreign country. The instrument relies on the concept of an approved foreign market, as given by s 9 of the Act and noted to have been notionally inserted by a 2017 ASIC instrument (s 4 note). An eligible foreign country is a country in which an approved foreign market is being operated (s 4). The requirement that the bid class be quoted on an approved foreign market is in s 5(6)(b).

• Reasonable belief/no reason to suspect. The relief applies only where the person offering the scrip reasonably believes the foreign scrip bid is made in accordance with the relevant regulatory requirements (s 5(1), s 5(3)). For advisers, the standard varies: an adviser who is not an associate may rely on a "no reason to suspect" standard (s 5(7)(a)); an adviser who is an associate must hold a "reasonable belief" (s 5(7)(b)). These are mental‑state thresholds embedded in the statutory exemptions.

• English language and parity of terms. Where the foreign regulatory regime requires a document setting out the terms or other information, the instrument requires an English version, or if none exists the same document that is given to offerees in the eligible foreign country, to be provided to Australian offerees at or before the time the offers of scrip are made (s 5(6)(c)). Further, offers to Australian offerees must be on terms at least as favourable as those for other offerees (s 5(6)(d)).

• Time‑of‑measurement for the 10% threshold. The person offering the scrip must fix, in writing, a time for determining the proportion of the bid class held by Australian residents, and that time must be within the 30‑day period immediately before any offers under the bid are first made (s 5(6)(a)).

These concepts structure who can access the relief, who counts in the 10% measure and what documentary steps must be taken for Australian offerees. The exemption is procedural and evidence‑dependent; the instrument embeds both recordkeeping rules and qualitative tests of belief.

The instrument affects a narrow set of participants in cross‑border scrip bids. The immediate legal beneficiaries are the persons offering scrip as consideration under qualifying foreign scrip bids. The exemptions in s 5(1)-(4) remove the obligation of those persons to comply with specified Australian disclosure provisions when the conditions are satisfied. For securities, s 5(1) exempts the person offering scrip from Part 6D.2 and Part 6D.3 obligations where that person reasonably believes the foreign scrip bid complies with the relevant foreign regulatory requirements. For managed investment scheme interests and CCIV shares, s 5(3) exempts the person from sections 1012B and 1012C where the same reasonable belief exists.

Advisers are secondarily affected. s 5(5) exempts an adviser from s 1012A where the adviser makes a recommendation to acquire the scrip as consideration under a foreign scrip bid. However s 5(7) constrains the adviser’s ability to rely on that exemption. An adviser who is not an associate of the person offering the scrip may rely on the exemption only if the adviser has no reason to suspect the bid is not made in accordance with the relevant regulatory requirements (s 5(7)(a)). An adviser who is an associate of the bidder may rely on the exemption only if the adviser reasonably believes the bid is so made (s 5(7)(b)). These differential standards change the legal posture of advisers depending on their connection to the bidder.

Australian offerees are also affected in two ways. First, the instrument changes the information regime that applies to them when they receive a scrip offer that falls within the exemption. While the instrument removes the application of certain Australian disclosure obligations, it requires that, where foreign regulatory rules require a document setting out terms or other information for offerees, an English version or the version given in the eligible foreign country be made available to Australian offerees at or before offers of scrip are made (s 5(6)(c)). Second, Australian offerees are the population whose aggregate holdings determine whether the exemption is available; the exemption is only available where Australian residents hold no more than 10% of the bid class, measured as prescribed (s 5(6)(a)).

Other parties with an indirect interest include registries and entities keeping registers of members. The Australian resident test refers to addresses recorded in registers of members where beneficial ownership reports do not contain addresses (s 4). Therefore, accuracy and accessibility of registers affect whether the exemption can be relied upon. Market operators and foreign regulators are implicated only to the extent that the bid is regulated under foreign laws or listed on an approved foreign market (s 4, s 5(6)(b)). Finally, ASIC and its delegates are affected as the enforcing regulator and as the authority that made the instrument under s 3.

Who pays. The principal monetary winners are persons offering scrip and advisers who avoid Australian disclosure compliance costs when the conditions are satisfied. The principal potential losers, by mechanism, are Australian offerees who may receive less Australian statutory disclosure although the instrument requires an English version of required foreign documents and parity of terms (s 5(6)(c)-(d)). The instrument shifts some compliance and evidentiary tasks to bidders and advisers who wish to rely on the exemption: they must fix measurement times in writing (s 5(6)(a)), form the requisite beliefs (s 5(1), s 5(3), s 5(7)) and provide or make available the relevant documents (s 5(6)(c)).

The instrument creates exemptions rather than adding new duties. Nonetheless it establishes operational duties and conditional rights that parties must observe if they wish to benefit from the exemption.

Duties imposed on persons offering scrip who intend to rely on the exemption:

• Fix and record the time for determining the proportion of the bid class held by Australian residents, within the 30‑day period immediately before the first offers are made (s 5(6)(a)). This is a documented timing duty.
• Ensure the bid class is quoted on an approved foreign market (s 5(6)(b)). The instrument requires this as an eligibility condition.
• Provide or make available to Australian offerees, at or before offers of scrip are made, an English version of any document required by the relevant foreign regulatory requirements, or if no English version exists, the version given to offerees in the eligible foreign country (s 5(6)(c)). This is a documentation and distribution duty timed to the offer.
• Ensure the offers made to Australian offerees are on terms at least as favourable as offers made to other offerees (s 5(6)(d)). This is a non‑discrimination/protective duty as to terms.
• Form and hold a reasonable belief that the foreign scrip bid is made in accordance with the relevant regulatory requirements (s 5(1), s 5(3)). The instrument makes the exemption conditional on the bidder’s reasonable belief.

Duties for advisers who wish to rely on the adviser exemption:

• If the adviser is not an associate of the bidder, the adviser must have no reason to suspect the foreign scrip bid is not made in accordance with the relevant regulatory requirements (s 5(7)(a)). This establishes a lower threshold but imposes an active consideration duty.
• If the adviser is an associate of the bidder, the adviser must reasonably believe the foreign scrip bid is made in accordance with the relevant regulatory requirements (s 5(7)(b)). This establishes a higher mental‑state obligation where associations exist.

Rights created by the instrument:

• Persons offering scrip and advisers gain a conditional right to be exempted from specified Australian disclosure obligations when all eligibility criteria are met (s 5(1)-(5)). Specifically, the right is to not have to comply with Part 6D.2 or 6D.3 (for securities) or sections 1012A-1012C (for scheme interests and CCIV shares), subject to the conditions.
• Persons making a sale offer of scrip within 12 months after issue have a right to similar disclosure relief in relation to the sale offer where the scrip was issued or transferred as consideration under a foreign scrip bid (s 5(2) and s 5(4)). This extends the exemption to secondary sale offers within the 12‑month window.

Constraints and limits:

• The 10% threshold is a hard eligibility gate. The instrument does not provide a discretionary waiver for that threshold (s 5(6)(a)).
• The instrument requires the bid class to be quoted on an approved foreign market; the scrip offered may be unquoted but the target class must be quoted (note to s 5(6)(b)).
• The exemption is temporary; it ceases to operate from 1 October 2030 (s 6). Parties cannot treat it as a permanent removal of disclosure obligations.

Recordkeeping and evidentiary implications:

• The written fixation of the measurement time in the 30‑day lookback period (s 5(6)(a)) and the mental‑state thresholds for reasonable belief or absence of suspicion (s 5(1), s 5(3), s 5(7)) imply an evidentiary duty on parties relying on the exemption to document how they satisfied these requirements. The instrument does not specify documentary form beyond "fixed in writing" for the time of measurement (s 5(6)(a)).

Rights against enforcement are implicit. The instrument does not create new private rights or causes of action; it operates by removing particular disclosure obligations in prescribed cases. The underlying enforcement framework of the Corporations Act remains intact; the instrument simply narrows the occasions when those parts of the Act apply.

The instrument itself does not create new offences or specific penalty provisions. It functions as an exemption instrument made by ASIC under statutory powers (s 3, citing subsections 741(1) and 1020F(1) of the Corporations Act 2001). The effect is to declare that specified Act provisions do not apply in certain circumstances; the instrument therefore alters the scope of obligations that would otherwise be enforceable under the Corporations Act.

Consequently:

• If the conditions in s 5 are satisfied, the person offering the scrip or an adviser (as applicable) is not required to comply with the specified Corporations Act provisions (s 5(1)-(5)). There is no penalty for relying on the exemption where the statutory conditions are met, because the primary obligation is removed by the instrument.
• If a person incorrectly relies on the exemption because the conditions are not in fact met, the underlying Corporations Act disclosure requirements remain in force and non‑compliance with those provisions would expose the person to whatever enforcement mechanisms the Act provides. The instrument does not recast those enforcement mechanisms or penalties; it only removes the obligation where conditions are met. The instrument itself does not state penalties for mis‑reliance, but mis‑reliance will mean the person has not complied with the Act provisions they were otherwise required to observe.

Relevant enforcement actors and mechanisms remain those in the Corporations Act and ASIC’s regulatory remit. The instrument does not confer additional enforcement powers beyond the enabling sections cited in s 3. Enforcement action for non‑compliance with the Corporations Act provisions would proceed under existing statutory enforcement regimes. The instrument contains no express policing, reporting or notification mechanism to ASIC for parties relying on the exemption.

Operational enforcement risks and compliance checks that arise from the instrument’s text include:

• ASIC may, in exercising its usual regulatory powers, test whether a person’s claimed reasonable belief or the adviser’s stated absence of reason to suspect is objectively supportable from the records. The instrument requires certain matters to be fixed in writing (s 5(6)(a)), so the absence of such records could undermine a party’s claim to the exemption.
• The instrument requires distribution or availability of an English version of any required foreign document to Australian offerees (s 5(6)(c)). Failure to meet that provision would mean the exemption conditions are not satisfied and usual disclosure obligations could apply.

In short, the instrument provides exemption‑based relief but leaves intact the Corporations Act’s enforcement architecture for situations where the conditions do not, or cannot, be satisfied. The text does not add or modify penalty scales or enforcement procedures.

The instrument is explicitly tied to, and limited by, specific provisions of the Corporations Act 2001. It interacts with the Act in the following ways:

• Exemption from specific Act provisions. The instrument removes the application of Part 6D.2 and Part 6D.3 for offers of scrip under a qualifying foreign scrip bid (s 5(1)-(2)). For managed investment scheme interests and CCIV shares it removes the application of sections 1012A, 1012B and 1012C in the specified circumstances (s 5(3)-(5)). The instrument therefore narrows the set of circumstances in which those Act provisions apply. It does not substitute alternative Australian disclosure obligations.

• Enabling authority under the Act. The instrument relies on ASIC’s power to make legislative instruments under subsections 741(1) and 1020F(1) of the Act (s 3). Its legal validity is therefore situated within the power conferred by those subsections. It does not purport to amend the Act; it operates by exemption.

• Interaction with Part 7.9 and CCIV rules. The instrument includes a note that Part 7.9 applies in relation to issue and sale of shares in a CCIV subject to modifications and points to section 1241Q in particular (s 5 note). That alerts users that CCIV‑specific rules may alter how scheme rules interact with the exemption. The instrument does not itself specify the Part 7.9 modifications; it simply acknowledges their relevance.

• Reliance on foreign regulatory requirements. The exemption is available only where the foreign scrip bid is regulated by foreign laws or rules that apply to acquisition of control or substantial interest in an eligible foreign country (s 4, foreign scrip bid definition). The instrument therefore interlocks Australian exemption with foreign regulatory frameworks. It defines "relevant regulatory requirements" as the laws or rules referred to in the foreign scrip bid definition (s 4). The instrument does not evaluate or harmonise substantive foreign disclosure standards; it conditions the waiver on the bidder’s reasonable belief that the foreign regulatory requirements are met (s 5(1), s 5(3)).

• Definition cross‑references. The instrument imports the meaning of "approved foreign market" by reference to s 9 of the Act and notes that the definition is notionally inserted by ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 (s 4 note). Users must therefore consider those external definitions to determine whether the quote requirement in s 5(6)(b) is satisfied, but the instrument itself does not modify s 9.

• Record links. The Australian resident test refers to publicly available beneficial ownership reports given to a foreign regulator or market operator, and alternatively to the register of members required to be kept under the laws of the issuer’s place of origin (s 4). This creates an interaction between Australian counting rules for the exemption and foreign ownership reporting and domestic register requirements.

• Temporal interaction. The instrument’s repeal at the start of 1 October 2030 (s 6) means it temporally alters how the Act applies until that date. After repeal, the ordinary application of the Corporations Act provisions referenced will resume for all transactions unless other instruments or legislative changes intervene.

The instrument therefore operates as a carve‑out from Australian disclosure law contingent on foreign regulatory coverage and procedural safeguards. It does not harmonise legal standards but creates a conditional bridge in selected cases between foreign regulatory regimes and the scope of Australian disclosure obligations. Where the conditions are not met, the normal interaction of the Corporations Act provisions with regulated market conduct continues unchanged.

The instrument is self‑contained and short. The text records its creation date and the temporal parameters for operation, but no prior amendments are recorded within the document itself.

Key dates and changes recorded in the instrument:

• Made date. The instrument was made on 19 September 2025, signed by Amanda Zeller as a delegate of ASIC (cover page and s 3).
• Commencement. The instrument commences on the day after it is registered on the Federal Register of Legislation (s 2). The instrument does not itself record the date of registration; users must check the Register for the commencement date.
• Repeal. The instrument contains an express repeal clause: it is repealed at the start of 1 October 2030 (s 6). The instrument therefore has a fixed sunset date.

The instrument also contains an internal note about the definition of "approved foreign market" being notionally inserted by ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 (s 4 note). That cross‑reference signals that the legal meaning of that term derives from an earlier ASIC instrument, but the present instrument does not itself amend that earlier instrument. The repeal clause means that, absent further legislative or regulatory action, the exemptions set out in s 5 will cease to operate on 1 October 2030.

No amendments to the instrument are contained within the text. If the instrument is later varied or remade, any amendment history will appear on the Federal Register of Legislation record. The instrument itself does not provide a transitional regime beyond the 12‑month provisions that extend exemption to sale offers made within 12 months after issue for scrip issued as consideration under a foreign scrip bid (s 5(2), s 5(4)). That 12‑month rule is an operational extension, not an amendment.

Given the instrument’s explicit repeal date, users should plan compliance and transactional timelines around the end of the instrument’s operation and monitor the Federal Register of Legislation for any notices of amendment, replacement or extension prior to 1 October 2030.

The instrument contains no reference to any litigation, judicial decisions, or precedent. It cites only Corporations Act provisions as its legal authority and cross‑referenced ASIC instruments (s 3 and s 4 note). There are no cases named in the instrument, and no judicial or administrative decisions are discussed.

Practical implications of that omission:

• There is no settled judicial construction reflected within the instrument. Parties relying on the exemption should therefore understand that questions about the interpretation of concepts such as "reasonable belief", "no reason to suspect", the measurement of Australian resident holdings, or the sufficiency of the English version of documents would be matters for future factual and, if litigated, legal determination under the Corporations Act and general administrative law principles. The instrument itself does not provide interpretative guidance beyond its definitions and operative clauses.
• Because the instrument operates by exempting application of certain Act provisions, disputes that would otherwise have arisen under those provisions may change character. For example, claims premised on statutory disclosure obligations removed by the instrument will not be available where the exemption applies. Conversely, a party’s incorrect reliance on the exemption could give rise to enforcement action under the underlying Act provisions that remain applicable when conditions are not met. The instrument does not record any adjudication of such points.

In short, the instrument does not present or summarise litigation history. Users seeking certainty on contested issues will need to rely on records of subsequent administrative decisions, ASIC guidance, or judicial determinations, none of which are contained in the instrument text.

The instrument’s brevity masks several technical traps and evidentiary points that can determine whether the exemption is available.

1. 10% Australian resident threshold and the time fixation. The exemption is only available where Australian residents hold no more than 10% of the total number of securities in the bid class, "as determined at a time, fixed in writing by the person offering the scrip in the 30‑day period immediately before any offers" are first made (s 5(6)(a)). The offering person chooses the measure time, but it must be fixed in writing and fall within the specified 30‑day window. Failing to fix the time in writing within that window will risk loss of the exemption.

2. Who counts as an Australian resident. The definition in s 4 uses a hierarchical rule. Beneficial owners count as Australian residents if their address appears in specified publicly available beneficial ownership reports or is otherwise known to the bidder (s 4, Australian resident (a)). Only where that information is not available does the register of members address govern (s 4, Australian resident (b)). That creates potential inconsistencies depending on the completeness of foreign beneficial ownership reports and how readily a bidder "knows" an address.

3. Quoted bid class requirement versus scrip quotation. s 5(6)(b) requires the securities in the bid class to be in a class quoted on an approved foreign market. A note clarifies that the scrip offered as consideration does not itself have to be quoted on an approved foreign market. Parties must therefore distinguish between the quoted status of the target securities and the quoted status of the consideration.

4. English version/document availability timing. Where the relevant foreign rules require a document setting out terms or information for offerees, the instrument requires an English version, or if none exists the version given to offerees in the eligible foreign country, to be given or made available to Australian offerees "at or before the time the offers of scrip are made" (s 5(6)(c)). That is a strict timing requirement. If, for example, an English translation is prepared later or broader distribution does not reach Australian offerees at or before the offer time, the condition may not be satisfied.

5. Parity of terms. Offers to Australian offerees must be on terms at least as favourable as offers to other offerees (s 5(6)(d)). The instrument does not define "at least as favourable". The proof burden falls on the person claiming the exemption.

6. Mental‑state thresholds and adviser differences. The person offering scrip must "reasonably believe" the foreign scrip bid is made in accordance with the relevant regulatory requirements for the exemption to apply to offerors (s 5(1), s 5(3)). Advisers face a bifurcated standard: non‑associates may rely on the exemption if they have "no reason to suspect" non‑compliance, whereas associates must "reasonably believe" compliance (s 5(7)(a)-(b)). The differing standards mean that advisers connected to bidders carry a stricter behaviour threshold.

7. 12‑month sale offer relief has limits. s 5(2) and s 5(4) extend relief to sale offers of scrip made within 12 months after issue, but only where the scrip was issued or transferred as consideration under a foreign scrip bid. That extension does not create a perpetual exemption for secondary markets beyond 12 months.

8. Repeal date. The instrument is repealed at the start of 1 October 2030 (s 6). Transactions expecting long‑term reliance must account for the sunset.

9. Recordkeeping expectations. The instrument requires a written fixation of the measurement time (s 5(6)(a)) and invokes mental‑state tests (s 5(1), s 5(3), s 5(7)). Parties that fail to keep contemporaneous written records evidencing their reasonable belief or their written time fixation risk losing the exemption in hindsight.

10. Reliance on foreign reporting. The instrument’s Australian resident counting rule depends on public beneficial ownership reports given to foreign agencies or market operators (s 4). If those reports are incomplete, inconsistent, or unobtainable, the fallback to register of members addresses will apply. That may produce different results in jurisdictions with divergent register practices.

11. No express ASIC notification or pre‑clearance mechanism. The instrument contains no express requirement to notify ASIC or seek pre‑clearance to rely on the exemption. This reduces procedural friction but increases risk, because there is no administrative endorsement of compliance; parties must self‑assess and retain records.

12. Interaction with CCIV rules. The note regarding Part 7.9 and s 1241Q signals that CCIV treatment is subject to additional rules. Users dealing with CCIV shares must pay attention to those external provisions to confirm how the exemption operates in that context.

These are precise implementation points drawn from the instrument’s text. Each can determine whether the exemption applies in practice.

The instrument sets out a checklist‑style set of conditions that, if satisfied and documented, permit reliance on the exemption in s 5. Compliance requires both substantive assessments and contemporaneous documentation.

1. Determine whether the transaction is a foreign scrip bid. Use the definition in s 4. Confirm that the offer may result in acquisition of control or a substantial interest and that the offer is regulated by foreign laws or rules that apply to acquisition of control or substantial interests in an eligible foreign country. Document the legal basis for characterising the transaction as a foreign scrip bid.

2. Fix and document the measurement time for the 10% test. Under s 5(6)(a) the person offering the scrip must fix, in writing, a time within the 30‑day period immediately before the first offers under the bid are made to determine Australian resident holdings. Prepare and retain a written record showing the chosen time and the method of calculation.

3. Calculate Australian resident holdings per the instrument’s definition. Use the hierarchy in s 4 to count Australian residents: first use addresses in publicly available beneficial ownership reports given to the foreign regulator or market operator or addresses otherwise known to the bidder; where those are unavailable for particular beneficial owners, use the address recorded in the register of members (s 4, Australian resident). Prepare a reconciliation explaining how the 10% threshold was calculated and retain supporting documents, including copies of beneficial ownership reports and extracts from the register of members.

4. Confirm that the bid class is quoted on an approved foreign market. s 5(6)(b) requires the target securities to be in a class quoted on an approved foreign market. Verify and document quotation status against the approved foreign market definition referenced in s 4 and s 9 of the Act. Note that the scrip offered as consideration need not be quoted (s 5(6)(b) note).

5. Prepare or obtain English versions of required foreign documents, or demonstrate that the version given to offerees in the eligible foreign country is the only available version. Where the relevant foreign rules require documents setting out terms or other information for offerees, give or make available to Australian offerees an English version or, if none exists, the version provided to offerees in the eligible foreign country at or before the time offers are made (s 5(6)(c)). Record distribution steps and timestamps.

6. Ensure terms parity for Australian offerees. Confirm that offers to Australian offerees are on terms at least as favourable as those offered to other offerees (s 5(6)(d)). Document comparative term sheets and, where different treatment could be warranted (for example local regulatory carve‑outs), explain and record why Australian offerees receive no less favourable terms.

7. Form and document the requisite beliefs. For the person offering scrip, form a reasonable belief that the foreign scrip bid is made in accordance with the relevant regulatory requirements (s 5(1), s 5(3)). For advisers, determine association status and apply the relevant standard: non‑associates must have no reason to suspect non‑compliance, associates must reasonably believe compliance (s 5(7)). Document legal opinions, due diligence steps, compliance checks, and the factual basis for these mental‑state conclusions.

8. Document the distribution timeline and records. Because s 5(6)(c) requires provision of documents at or before the time offers are made, ensure distribution lists, proof of delivery, website posting timestamps, or other evidence is preserved.

9. For sale offers within 12 months after issue, verify applicability. If making a sale offer of scrip within 12 months after its issue as consideration under a foreign scrip bid, rely on s 5(2) or s 5(4) as applicable. Confirm that the issued scrip was indeed issued or transferred as consideration under a qualifying foreign scrip bid and document the chain of title.

10. Account for the instrument’s expiry. The exemption is repealed at the start of 1 October 2030 (s 6). For multi‑stage transactions or ongoing issuance programs, build a compliance calendar to ensure that any offers or sale offers occurring on or after that date comply with the ordinary Corporations Act disclosure provisions.

11. Retain contemporaneous records for audit and potential enforcement review. The instrument’s conditions are fact and record dependent: written fixation of measurement time (s 5(6)(a)), distribution records for required documents (s 5(6)(c)), and evidence supporting reasonable belief or absence of suspicion (s 5(1), s 5(3), s 5(7)). Preserve these records for the statutory period applicable under corporate recordkeeping rules.

12. For CCIV issues, check Part 7.9 interactions. The instrument notes that Part 7.9 applies subject to modifications and points to s 1241Q (s 5 note). Where CCIV shares are involved, confirm how Part 7.9 and section 1241Q affect the transaction.

13. Consider advisory role posture. Advisers should document their association analysis and the steps taken to form the required mental state. Because the adviser exemption differs by associate status (s 5(7)), advisers connected to bidders should ensure they meet the higher "reasonable belief" standard and keep evidence of their inquiry and conclusion.

These steps implement the textual conditions of the instrument. The instrument contains no express procedural requirement to notify ASIC before relying on the exemption. Absent such a mechanism, the compliance strategy should be record‑centric and conservative in documenting how each condition was met.