Commonwealth legislation

ASIC Corporations (Offers of CHESS Depository Interests) Instrument 2025/180

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legislative instrument

Plain English Summary

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This instrument treats CHESS depository interests (DIs) as if the foreign company that issues the underlying securities is the DI issuer, so offers and market sales of DIs are treated as offers/sales of the underlying securities. Disclosure documents for such offers must explain the difference between holding DIs and holding the underlying securities. It also redirects Australian reporting references to section 601CK or the issuer’s home reporting laws, adjusts related Part 7.9 rules for DIs, and expires on 1 April 2030. Affected parties include foreign issuers, DI holders and market intermediaries.

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Current sections

Direct links to the current provisions in ASIC Corporations (Offers of CHESS Depository Interests) Instrument 2025/180.

“703AA Application of this Chapter to de

“703AA Application of this Chapter to depository interests

This Chapter applies in the following way to a foreign company and depository interests in relation to the underlying securities of the company: (a) the foreign company that issues the underlying securities is taken to be the issuer of the depository interests; (b) an offer of depository interests for issue is taken instead to be an offer of the underlying securities for issue by the foreign company;

Note: This paragraph applies to any offers of depository interests for issue, including, but not limited to, initial public offers, rights issues, dividend reinvestment plans and bonus plans.

(c) where paragraph (b) applies and the offer requires disclosure to investors under Part 6D.2, the disclosure document for the offer must explain the difference between holding depository interests and holding the underlying securities;
(d) for the purposes of determining whether an offer of the underlying securities for issue by the foreign company is a rights issue:
  (i) a person that before the offer holds depository interests in relation to the underlying securities is to be treated as holding the securities; and
  (ii) CDN is to be treated as not holding the securities mentioned in subparagraph (i);
(e) where the underlying securities are shares—for the purposes of determining whether an offer of the underlying securities for issue under a dividend reinvestment plan or bonus plan does not need disclosure to investors:
  (i) a person that holds depository interests in relation to the underlying securities is to be treated as holding the securities; and
  (ii) CDN is to be treated as not holding the securities mentioned in subparagraph (i);
(f) a sale offer of depository interests on an approved financial market by a person is taken instead to be a sale offer of the underlying securities on the financial market by the person;
(g) the foreign company is not taken to have issued the underlying securities with the purpose referred to in subparagraph 707(3)(b)(i) (as notionally modified by ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80) merely because it issued the securities to CDN;
(h) references to the provisions of Chapter 2M are to be read as references to:
  (i) if section 601CK applies to the foreign company—section 601CK; or
  (ii) otherwise—the financial reporting laws of the kind set out in Chapter 2M applicable to the foreign company in its place of origin;

Note: Section 601CK may not apply to a foreign company whose place of origin is a country prescribed by regulations made for the purposes of section 601CDA.

(i) references to orders under section 340 or 341 are to be read as references to declarations under subsection 601CK(7) or exemptions or waivers (however described) under the financial reporting laws of the kind set out in Chapter 2M applicable to the foreign company in its place of origin (as applicable).”.

7 Operation of Part 7.9 in relation to depository interests

Part 7.9 of the Act applies in relation to depository interests as if the following provisions were modified or varied as follows:

in Division 2, after section 1011A, insert:

“1011AB Division does not apply to depos

“1011AB Division does not apply to depository interests

Nothing in this Division applies in relation to depository interests within the meaning of subsection 700(1A).

Note: Offers of depository interests are regulated by Chapter 6D in a particular way: see section 703AA.”;

in Division 3, after subsection 1017F(2), insert:

“(2A) For the purposes of this section, the issuer of a depository interest (within the meaning of subsection 700(1A)) is taken to be the foreign company that issues the underlying securities (within the meaning of subsection 700(1A)) to which the interest relates.”.

Part 4—Repeal

8 Repeal

This instrument is repealed at the start of 1 April 2030.

Source text

Sourced from the Federal Register of Legislation (legislation.gov.au), CC BY 4.0.

“703AA Application of this Chapter to de “703AA Application of this Chapter to depository interests

“703AA Application of this Chapter to depository interests

Note: This paragraph applies to any offers of depository interests for issue, including, but not limited to, initial public offers, rights issues, dividend reinvestment plans and bonus plans.

(c) where paragraph (b) applies and the offer requires disclosure to investors under Part 6D.2, the disclosure document for the offer must explain the difference between holding depository interests and holding the underlying securities;
(d) for the purposes of determining whether an offer of the underlying securities for issue by the foreign company is a rights issue:
  (i) a person that before the offer holds depository interests in relation to the underlying securities is to be treated as holding the securities; and
  (ii) CDN is to be treated as not holding the securities mentioned in subparagraph (i);
(e) where the underlying securities are shares—for the purposes of determining whether an offer of the underlying securities for issue under a dividend reinvestment plan or bonus plan does not need disclosure to investors:
  (i) a person that holds depository interests in relation to the underlying securities is to be treated as holding the securities; and
  (ii) CDN is to be treated as not holding the securities mentioned in subparagraph (i);
(f) a sale offer of depository interests on an approved financial market by a person is taken instead to be a sale offer of the underlying securities on the financial market by the person;
(g) the foreign company is not taken to have issued the underlying securities with the purpose referred to in subparagraph 707(3)(b)(i) (as notionally modified by ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80) merely because it issued the securities to CDN;
(h) references to the provisions of Chapter 2M are to be read as references to:
  (i) if section 601CK applies to the foreign company—section 601CK; or
  (ii) otherwise—the financial reporting laws of the kind set out in Chapter 2M applicable to the foreign company in its place of origin;

Note: Section 601CK may not apply to a foreign company whose place of origin is a country prescribed by regulations made for the purposes of section 601CDA.