ASIC Corporations (Offers of Convertibles) Instrument 2026/97

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ASIC Corporations (Offers of Convertibles) Instrument 2026/97

I, Amanda Zeller, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.

Date 23 March 2026

Amanda Zeller

Contents

Part 1—Preliminary 3

1 Name of legislative instrument....................................3

2 Commencement...............................................3

3 Authority....................................................3

4 Schedules....................................................3

5 Simplified outline of this instrument...............................3

6 Definitions...................................................3

Part 2—Declaration 4

7 Securities that are convertible into continuously quoted securities........4

8 Definition of underlying securities.................................4

Part 3—Repeal 5

9 Repeal.......................................................5

Schedule 1—Repeals 6

ASIC Corporations (Offers of Convertibles) Instrument 2016/83...........6

Part 1—Preliminary

1 Name of legislative instrument

This is the ASIC Corporations (Offers of Convertibles) Instrument 2026/97.

2 Commencement

This instrument commences on the later of:

(a) the day after it is registered on the Federal Register of Legislation; and

(b) 1 April 2026.

Note: The register may be accessed at www.legislation.gov.au.

3 Authority

This instrument is made under subsection 741(1) of the Corporations Act 2001.

4 Schedules

Each instrument that is specified in a Schedule to this instrument is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this instrument has effect according to its terms.

5 Simplified outline of this instrument

This instrument modifies the Act so that an offer of certain securities that are convertible into continuously quoted securities can rely on the prospectus disclosure rules in section 713 of the Act.

6 Definitions

In this instrument:

Act means the Corporations Act 2001.

Part 2—Declaration

7 Securities that are convertible into continuously quoted securities

Chapter 6D of the Act applies to all persons as if section 713 were modified or varied as follows:

(a) after paragraph (1)(a) insert:

“(aa) convertible or converting notes or convertible or converting preference shares of a body that are convertible, or may convert, into continuously quoted securities of the body; or”;

(b) after paragraph (2)(c) insert:

“(ca) if the securities are convertible or converting notes or convertible or converting preference shares—the rights and liabilities attaching to:

(i) the convertible or converting securities themselves; and

(ii) the underlying securities; and.”.

8 Definition of underlying securities

Chapter 6D of the Act applies to all persons as if the definition of underlying securities in section 9 of the Act were modified or varied by, after paragraph (a), inserting:

“(aa) in relation to convertible or converting notes or convertible or converting preference shares—those securities into which the convertible or converting securities are convertible or may be converted; and”.

Part 3—Repeal

9 Repeal

This instrument is repealed at the start of 1 April 2031.

Schedule 1—Repeals

ASIC Corporations (Offers of Convertibles) Instrument 2016/83

1 The whole of the instrument

Repeal the instrument.