ASIC Corporations (Regulatory Capital Securities) Instrument 2026/88

This instrument amends Chapter 6D disclosure rules to treat certain "regulatory capital securities" (issued by ADIs, insurers, life companies and their NOHCs) and the shares they convert or exchange into as "underlying securities", and creates limited circumstances where sale offers of those converted shares do not require a prospectus. It adds issuer-consent and market-notice requirements, carve-outs for restructures initiated by third parties, and timing and suspension tests that change who must provide disclosure and when — affecting issuers, market operators and investors.

The ASIC Corporations (Regulatory Capital Securities) Instrument 2026/88 modifies Chapter 6D of the Corporations Act 2001 on a notional basis to facilitate the offer of regulatory capital securities by certain financial institutions and the subsequent sale of ordinary shares issued on their conversion or exchange. Section 7 inserts two new definitions into section 9 of the Act. The first defines notional underlying securities in relation to regulatory capital securities as the securities that would be issued on conversion or exchange if that event occurred at the time of issue of the regulatory capital securities. The second defines regulatory capital security by reference to the issuer, the conversion or exchange mechanics, and the requirement that the ordinary shares would form part of a class of continuously quoted securities if conversion or exchange took place immediately.

Section 8 modifies section 713 of the Act to include regulatory capital securities within the categories of securities for which a short-form prospectus may be used. It requires that any prospectus for such securities include information about the rights and liabilities attaching to both the regulatory capital securities and the notional underlying securities. Where the issuer of the regulatory capital securities is not the same as the issuer of the notional underlying securities, the latter body must consent to all statements in the prospectus concerning the notional underlying securities and the body itself, and the prospectus must record that consent. Section 8 also excludes from the modified section 713 any offer of regulatory capital securities that may convert or exchange into ordinary shares in an entity that would become the ultimate holding company as a result of a restructure initiated by persons other than the directors of the issuer or its ultimate holding company.

Section 9 modifies section 708A of the Act by inserting two new cases under which sale offers of the underlying securities issued on conversion or exchange of regulatory capital securities do not require disclosure. Case 6 in subsection (12G) applies where the regulatory capital securities were issued under a prospectus, the conversion or exchange occurred in accordance with their terms, and no further offer was involved. Subsection (12GA) carves out from case 6 any situation involving a third-party initiated restructure that would result in a new ultimate holding company. Case 7 in subsection (12H) applies where the regulatory capital securities were issued under a prospectus, there is no determination under subsection 713(6) in force, trading in the class of notional underlying securities has not been suspended for more than five days in total during the relevant period, the conversion or exchange involved no further offer, and a notice complying with subsection (12I) was given to the relevant market operator on the same day as or within two business days before the first day the regulatory capital securities were issued. Subsection (12I) sets out the content requirements for that notice, including information equivalent to that required by subsections 713(2) to (5) presented in a clear, concise and effective manner, together with consent statements for any third-party statements included in the notice.

The instrument repeals the whole of ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71 by Schedule 1 and provides for its own repeal at the start of 1 April 2031 under section 10. These modifications operate in conjunction with other notional modifications made by ASIC Corporations (Offers of Convertibles) Instrument 2026/97 and ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2026/96, as referenced in the text of sections 8 and 9.

The central concept is the regulatory capital security, defined exhaustively in section 7. The security must be issued by an authorised deposit-taking institution, a subsidiary of such an institution or an authorised NOHC for the purposes of the Banking Act 1959, or by a general insurer, a subsidiary of a general insurer or an authorised NOHC for the purposes of the Insurance Act 1973, or by a life company, a subsidiary of a life company or a registered NOHC for the purposes of the Life Insurance Act 1995. The terms of the security must provide that it must or may be converted into or exchanged for ordinary shares in the issuer, in the ultimate holding company of the issuer where that company is itself an authorised deposit-taking institution, general insurer, life company, authorised NOHC or registered NOHC, or in an entity that will become the ultimate holding company following a restructure permitted or required by prudential standards. Alternatively, the proceeds of the security may be used to acquire a regulatory capital security of a subsidiary whose own terms satisfy the conversion requirements. At the time of issue, the ordinary shares that would result from immediate conversion or exchange must belong to a class of continuously quoted securities.

Notional underlying securities are a related concept introduced to address the fact that the actual ordinary shares may not yet exist at the time the regulatory capital securities are offered. The definition in section 7 treats these as the securities that would be issued if conversion or exchange occurred at the issue date of the regulatory capital securities. This allows disclosure documents to address the rights and liabilities that will attach to the shares once they are created.

Underlying securities are extended by the modification to the definition in section 9 to include the securities issued on conversion or exchange of regulatory capital securities. This ensures that the sale offer relief in the modified section 708A applies to the shares that holders receive upon conversion or exchange.

The instrument distinguishes between two scenarios for sale offer relief. Case 6 relies on the fact that the regulatory capital securities themselves were issued under a full prospectus. Case 7 requires a separate cleansing notice that incorporates prospectus-level information about both the regulatory capital securities and the notional underlying securities. Both cases require that the conversion or exchange itself did not involve any further offer to investors.

The instrument also introduces a specific exclusion for third-party acquisition scenarios. This applies where the conversion or exchange may result in ordinary shares in an entity that becomes the ultimate holding company following a restructure initiated by persons other than the directors of the issuer or the ultimate holding company. In such circumstances the relief under both the modified section 713 and the new subsections of section 708A is unavailable.

The instrument directly affects issuers that fall within the categories listed in paragraph (a) of the definition of regulatory capital security in section 7. These are authorised deposit-taking institutions and their subsidiaries or authorised NOHCs under the Banking Act 1959, general insurers and their subsidiaries or authorised NOHCs under the Insurance Act 1973, and life companies and their subsidiaries or registered NOHCs under the Life Insurance Act 1995. Subsidiaries are included even where they do not themselves carry on the principal regulated business, provided the parent entity satisfies the relevant prudential authorisation.

The instrument also affects the ultimate holding companies that may issue the ordinary shares on conversion or exchange, particularly where the issuer of the regulatory capital securities is a subsidiary and the notional underlying securities are to be issued by the parent. In such cases the parent must provide consent to statements in any prospectus and may be required to join in the giving of a notice under subsection (12I).

Holders of regulatory capital securities are affected because the relief determines whether they can sell the ordinary shares received on conversion or exchange without the issuer preparing fresh disclosure. Market operators receive the notices required under paragraph (e) of subsection (12H) and must therefore be in a position to accept and publish those notices in accordance with their operating rules.

Professional advisers, including lawyers and accountants preparing prospectuses or cleansing notices, must ensure that the documentation complies with the modified requirements of sections 713 and 708A as notionally varied. Compliance professionals within the issuing institutions must verify that the terms of the securities satisfy all limbs of the regulatory capital security definition and that the trading suspension history of the notional underlying securities meets the five-day limit.

The instrument does not apply to securities issued by entities outside the listed prudential categories or to securities whose conversion or exchange would produce shares that are not in a class of continuously quoted securities at the time of issue. It also excludes offers connected with third-party initiated restructures that would change the ultimate holding company.

The instrument confers rights to rely on modified disclosure regimes but imposes corresponding duties to satisfy the conditions attached to those rights. Under the modified section 713, an issuer of regulatory capital securities has the right to use a short-form prospectus provided the securities meet the definition in section 7 and the ordinary shares would be continuously quoted securities. The corresponding duty is to include in the prospectus the information required by the modified subsection (2) about the rights and liabilities attaching to the regulatory capital securities and the notional underlying securities. Where the issuer of the regulatory capital securities differs from the issuer of the notional underlying securities, the latter body has a duty to consent to all statements about the notional underlying securities and the body, and the prospectus must record that consent has been given and not withdrawn.

Under the modified section 708A, a holder of underlying securities issued on conversion or exchange has the right to sell those securities without disclosure in the circumstances of case 6 or case 7. For case 6 the duties include ensuring that the regulatory capital securities were issued under a prospectus, that conversion or exchange occurred strictly in accordance with their terms, and that no further offer was made at the time of conversion. Subsection (12GA) imposes a duty to check that the terms of the regulatory capital securities at the time of their issue did not permit conversion or exchange into shares in a new ultimate holding company created by a third-party initiated restructure.

For case 7 the duties are more extensive. On the day the notice is given there must be no determination under subsection 713(6) in force in respect of the issuer of the regulatory capital securities or, where different, the issuer of the notional underlying securities. Trading in the class of notional underlying securities must not have been suspended for more than five days in total during the shorter of the period the class has been quoted or the 12 months before the regulatory capital securities were first issued. A notice complying with subsection (12I) must be given to the relevant market operator on the same day as or within two business days before the first day the regulatory capital securities were issued. The notice must contain the information required by subsection 713(2) for the regulatory capital securities and by subsections 713(2) to (5) for the notional underlying securities, presented in a clear, concise and effective manner. Any statement by a person or based on a statement by a person must be accompanied by that person's consent, recorded in the notice, and the person must not have withdrawn consent before the notice is given.

The instrument itself does not create new penalties or enforcement mechanisms. Instead, it operates by notionally varying the Corporations Act 2001, so that failure to satisfy the conditions for relief means that the ordinary disclosure obligations of Chapter 6D continue to apply. Where an offer of regulatory capital securities is made without a prospectus that complies with the modified section 713, the issuer may be exposed to the civil and criminal penalties that attach to offering securities without the required disclosure under the unmodified Act. Similarly, where a sale offer of underlying securities is made without the benefit of case 6 or case 7 because a required notice was not given or did not comply with subsection (12I), the seller and any person involved in the offer may face liability for breach of section 708A as unmodified.

ASIC retains its general enforcement powers under the Australian Securities and Investments Commission Act 2001 in relation to any conduct that contravenes the modified provisions. This includes the power to issue stop orders under section 739 of the Corporations Act where a prospectus or notice contains misleading or deceptive information or fails to include required material. The consent requirements in subsection (2A) of the modified section 713 and subsection (12I) of the modified section 708A mean that a body that has given consent but later withdraws it may expose the issuer to enforcement action if the prospectus or notice is lodged or given after withdrawal.

Because the instrument modifies the Act on a notional basis, any proceeding for breach would be brought under the Corporations Act provisions as notionally varied. The five-day trading suspension limit and the two-business-day window for giving notices are strict conditions; failure to meet them removes the right to rely on the relief and restores the full disclosure obligation. The self-repeal provision in section 10 means that after 1 April 2031 the relief will no longer be available unless a replacement instrument is made.

The instrument interacts primarily with Chapter 6D of the Corporations Act 2001 by inserting definitions into section 9 and modifying the operation of sections 713 and 708A. These modifications are expressed to apply to all persons and operate alongside other notional modifications made by ASIC Corporations (Offers of Convertibles) Instrument 2026/97 and ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2026/96. The note to subsection (12H) refers to the definition of declared financial market in section 9D of the Corporations Act and to the transitional provision in section 1705F that preserves the status of markets previously prescribed under the Corporations Regulations 2001.

The definition of regulatory capital security in section 7 cross-refers to concepts in the Banking Act 1959, the Insurance Act 1973 and the Life Insurance Act 1995. Authorised deposit-taking institutions, authorised NOHCs, general insurers, authorised NOHCs under the Insurance Act, life companies and registered NOHCs are defined by reference to those Acts. The conversion or exchange must be permitted or required by prudential standards made for the purposes of any of those Acts. This creates a direct link between the disclosure relief and the prudential framework administered by APRA.

The instrument also interacts with the Corporations Regulations 2001 through the definition of declared financial market and the requirement that the ordinary shares be in a class of continuously quoted securities. The exclusion for third-party restructures in subsection (8) of the modified section 713 and subsection (12GA) of the modified section 708A may intersect with provisions in the Corporations Act dealing with schemes of arrangement and takeovers, although the instrument itself does not modify those provisions.

Because the relief is limited to entities authorised under the Banking Act, Insurance Act or Life Insurance Act, the instrument does not interact with the disclosure regimes applicable to other classes of issuers, such as those regulated solely under the Corporations Act without prudential authorisation.

The instrument repeals the whole of ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71 by item 1 of Schedule 1. It replaces that earlier instrument with updated modifications that align with the drafting style and cross-references used in ASIC Corporations (Offers of Convertibles) Instrument 2026/97 and ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2026/96. The new instrument inserts the definition of notional underlying securities and extends the definition of underlying securities to cover securities issued on conversion or exchange of regulatory capital securities. It also introduces the specific exclusion for third-party initiated restructures that change the ultimate holding company.

Section 10 provides that the instrument is repealed at the start of 1 April 2031. This built-in sunset ensures that the relief remains under periodic review and can be adjusted to reflect any future changes to the prudential standards or to the continuously quoted securities regime. The repeal of the 2016 instrument removes any overlap or inconsistency that might have arisen from the parallel operation of the old and new relief provisions.

The modifications in sections 8 and 9 are expressed to apply after the notional insertions made by the 2026/97 and 2026/96 instruments, indicating that this instrument forms part of a coordinated update of convertible securities relief across multiple ASIC instruments in 2026.

The text of the instrument does not refer to any court challenges or controversies. No cases are named in the instrument or in the related retrieval context provided. The instrument is a technical modification to disclosure requirements and contains no substantive policy statements that would typically give rise to judicial review applications. Practitioners should nevertheless be aware that any dispute concerning whether a particular security satisfies the definition of regulatory capital security, or whether a notice given under subsection (12I) complies with the content and timing requirements, could be litigated in the context of a claim for breach of the unmodified Chapter 6D obligations. The strict conditions attached to case 7, including the five-day suspension limit and the two-business-day notice window, are capable of giving rise to factual disputes in enforcement proceedings, but no such disputes are recorded in the source material.

Several features of the instrument require careful attention to avoid inadvertent loss of the relief. The exclusion in subsection (8) of the modified section 713 and subsection (12GA) of the modified section 708A applies whenever the terms of the regulatory capital securities permit conversion or exchange into shares in an entity that will become the ultimate holding company as a result of a restructure initiated by persons other than the directors of the issuer or the ultimate holding company. This exclusion applies even if the restructure has not yet occurred and even if the entity does not exist at the time the securities are issued. Issuers must therefore review the terms of any proposed security against the precise wording of the carve-out.

Where the issuer of the regulatory capital securities is not the same as the issuer of the notional underlying securities, the consent requirements in subsection (2A) of the modified section 713 and the joint notice requirement in paragraph (e) of subsection (12H) must be satisfied. Failure to obtain or record the consent, or failure to have both bodies sign the notice, removes the right to rely on the relief. The consent must not have been withdrawn before lodgement or giving of the document.

The trading suspension condition in paragraph (c) of subsection (12H) is calculated over the shorter of the period the class of notional underlying securities has been quoted or the 12 months before the first day the regulatory capital securities were issued. Any suspension, even if caused by the market operator rather than the issuer, counts toward the five-day total. Issuers must therefore obtain and retain records of trading history from the relevant market operator.

The notice under subsection (12I) must be given on the same day as or within two business days before the first day the regulatory capital securities were issued. A notice given outside this window does not satisfy paragraph (e) of subsection (12H). The information in the notice must be presented in a clear, concise and effective manner, and any third-party statements must be accompanied by recorded consent that has not been withdrawn.

The instrument will cease to have effect at the start of 1 April 2031. Any regulatory capital securities issued before that date will continue to benefit from the relief for so long as the conditions remain satisfied, but new issues after the repeal date will require fresh relief or full compliance with Chapter 6D.

To rely on the relief, first confirm that the proposed security satisfies every element of the definition of regulatory capital security in section 7. The issuer must be one of the listed prudential entities or a subsidiary or NOHC of such an entity. The terms must provide for conversion or exchange into ordinary shares in one of the permitted entities or for the proceeds to be used to acquire a qualifying regulatory capital security of a subsidiary. The ordinary shares that would result from immediate conversion or exchange must belong to a class of continuously quoted securities. The terms must not trigger the third-party restructure exclusion.

For an offer of the regulatory capital securities themselves, prepare a prospectus that complies with the modified section 713. Include the information required about the rights and liabilities attaching to the regulatory capital securities and the notional underlying securities. If the issuer of the notional underlying securities is a different body, obtain that body's written consent to all statements about the notional underlying securities and the body, record the consent in the prospectus, and ensure the consent has not been withdrawn before lodgement with ASIC.

For subsequent sale offers of the underlying securities, determine whether case 6 or case 7 applies. Case 6 is available only where the regulatory capital securities were issued under a prospectus and the conversion or exchange involved no further offer. Confirm that the terms at the time of issue did not permit a third-party restructure scenario caught by subsection (12GA).

Case 7 requires additional steps. Verify that no determination under subsection 713(6) is in force on the day the notice is given. Obtain from the market operator a record showing that trading in the class of notional underlying securities was not suspended for more than five days in total during the relevant period. Prepare a notice that contains the information required by subsection 713(2) for the regulatory capital securities and by subsections 713(2) to (5) for the notional underlying securities. Present the information in a clear, concise and effective manner. Include consent statements for any third-party statements and ensure those consents have not been withdrawn. Give the notice to the relevant market operator on the same day as or within two business days before the first day the regulatory capital securities were issued. Where the issuers differ, the notice must be given jointly.

Maintain records of all consents, notices, trading histories and prospectus lodgements for the period during which the relief is relied upon. Monitor the repeal date of 1 April 2031 and any replacement instrument that may be made before that date. Where a restructure is contemplated, obtain legal advice on whether it would be initiated by persons other than the directors or ultimate holding company and, if so, whether the exclusion applies.

Part 2—Declaration

7 Definitions of notional underlying securities, regulatory capital security and underlying securities

Chapter 6D of the Act applies to all persons as if section 9 of the Act were modified or varied as follows:

(a) insert the following definition:

“notional underlying securities, in relation to regulatory capital securities, means securities that would be issued on conversion or exchange if the conversion or exchange occurred at the time of issue of the regulatory capital securities.”;

(b) insert the following definition:

“regulatory capital security means a security that satisfies all of the following:

(a) the security is issued by any of the following entities:

(i) an authorised deposit-taking institution, a subsidiary of an authorised deposit-taking institution or an authorised NOHC for the purposes of the Banking Act 1959;

(ii) a general insurer, a subsidiary of a general insurer or an authorised NOHC for the purposes of the Insurance Act 1973;

(iii) a life company, a subsidiary of a life company or a registered NOHC for the purposes of the Life Insurance Act 1995;

(b) either:

(i) under the terms of the security, it must or may be converted into, or exchanged for, ordinary shares in:

(A) the issuer of the security; or

(B) an entity that is both:

(I) an authorised deposit-taking institution, a general insurer, a life company, an authorised NOHC or a registered NOHC for the purposes of any of those Acts; and

(II) the ultimate holding company of the issuer; or

(C) an entity (including an entity that, at the time the security is issued, does not exist) that, as a result of a restructure (however described) will be, at the time of conversion or exchange, both:

(I) an authorised NOHC or a registered NOHC for the purposes of any of those Acts; and

(II) the ultimate holding company of the issuer;

in the circumstances permitted or required by prudential standards made for the purposes of any of those Acts; or

(ii) under the terms of the security, it must or may be converted into, or exchanged for, ordinary shares in any of the entities referred to in subparagraph (i), where the proceeds from the issue of the security is to be used to acquire a regulatory capital security of a subsidiary of the issuer the terms of which satisfy subparagraph (i);

(c) if, at the time the security is issued, the conversion or exchange occurred, the ordinary shares to be issued on conversion or exchange would be in a class of continuously quoted securities.”;

(c) in the definition of underlying securities, after paragraph (aa) (as notionally inserted by ASIC Corporations (Offers of Convertibles) Instrument 2026/97), insert:

“(ab) in relation to regulatory capital securities—the securities that are issued on conversion or exchange of the regulatory capital securities; and”.

8 Offers of regulatory capital securities that are convertible or exchangeable 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) (aa) (as notionally inserted by ASIC Corporations (Offers of Convertibles) Instrument 2026/97), insert:

“(ab) regulatory capital securities; or”;

(b) after paragraph (2(ca) (as notionally inserted by ASIC Corporations (Offers of Convertibles) Instrument 2026/97), insert:

“(cb) if the securities are regulatory capital securities—the rights and liabilities attaching to:

(i) the regulatory capital securities themselves; and

(ii) the notional underlying securities; and”;

“Issuer of notional underlying securities must consent to statements

(2A) To avoid doubt, and without limiting subsection 716(2), if the securities are regulatory capital securities, and the body that is to issue those securities is not the body that is to issue the notional underlying securities:

(a) the body that is to issue the notional underlying securities must consent to all statements in the prospectus about the notional underlying securities and the body; and

(b) the prospectus must state that that body has given this consent; and

(d) after subsection (7), insert:

“Third party acquisition scenarios

(8) This section does not apply in relation to an offer of regulatory capital securities if, under the terms of the securities, they must or may be converted into, or exchanged for, ordinary shares in an entity (including an entity that, at the time the securities are issued, does not exist) that, as a result of a restructure (however described) initiated by persons other than the directors of the issuer of the securities or the ultimate holding company of the issuer, will be, at the time of exchange or conversion, the ultimate holding company of the issuer.”.

9 Sale offers of underlying securities issued on conversion or exchange of regulatory capital securities

Chapter 6D of the Act applies to all persons as if section 708A were modified or varied by, after subsection (12)(F) (as notionally inserted by ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2026/96), inserting:

“Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 6

(12G) The sale offer does not need disclosure to investors under this Part if:

(a) the relevant securities were issued by reason of the conversion or exchange of regulatory capital securities in accordance with their terms of issue; and
(b) the regulatory capital securities were issued under a prospectus; and
(c) the conversion or exchange did not involve any further offer.
(12GA) Subsection (12G) does not apply in relation to relevant securities that were issued by reason of the conversion or exchange of regulatory capital securities if, under the terms of the regulatory capital securities at the time they were issued, they must or may be converted into, or exchanged for, ordinary shares in an entity (including an entity that, at the time the regulatory capital securities were issued, does not exist) that, as a result of a restructure (however described) initiated by persons other than the directors of the issuer of the regulatory capital securities or the ultimate holding company of the issuer, will be, at the time of exchange or conversion, the ultimate holding company of the issuer.

Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 7

(12H) The sale offer does not need disclosure to investors under this Part if:

(a) the relevant securities were issued by reason of the conversion or exchange of regulatory capital securities in accordance with their terms of issue; and
Note: The relevant securities are the underlying securities issued on conversion or exchange of the regulatory capital securities.
(b) on the day on which a notice in relation to the regulatory capital securities was given under paragraph (e), there was no determination under subsection 713(6) in force in respect of either:
  (i) the issuer of the regulatory capital securities; or
  (ii) if the issuer of the regulatory capital securities is not the issuer of the notional underlying securities—the issuer of the notional underlying securities; and
(c) trading in securities in the class of notional underlying securities on the declared financial market on which they are quoted was not suspended for more than a total of 5 days during the shorter of the period during which the class of notional underlying securities were quoted, and the period of 12 months before the first day on which the regulatory capital securities were issued; and

Note: declared financial market is defined in section 9D. Until the time the first declaration is made under subsection 9D(2), a market that was prescribed as a prescribed financial market by former regulation 1.0.02A of the Corporations Regulations 2001 is taken to be a declared financial market: see section 1705F.

(d) the conversion or exchange of the regulatory capital securities did not involve any further offer; and
(e) a notice that complies with subsection (12I) on the same day as, or within 2 business days before, the first day on which the regulatory capital securities were issued was given to the relevant market operator:
(i) if the body that issued the regulatory capital securities is also the issuer of the notional underlying securities—by the body;
  (ii) if the body that issued the regulatory capital securities is not the issuer of the notional underlying securities—jointly by both the issuer of the regulatory capital securities and the issuer of the notional underlying securities.

(12I) A notice complies with this subsection if: (a) the notice contains the following information: (i) for the regulatory capital securities—the information required by subsection 713(2); and (ii) for securities in the class of notional underlying securities—the information required by subsections 713(2) to (5), as if the notice were a prospectus; and (b) the information in the notice is worded and presented in a clear, concise and effective manner; and (c) where the notice includes a statement by a person, or a statement said in the notice to be based on a statement by a person: (i) the person has consented to the statement being included in the notice in the form and context in which it is included; (ii) the notice states that the person has given this consent; and (iii) the person has not withdrawn this consent before the notice is given to the relevant market operator.”.

Note: Subsection 708A(1) of the Act is notionally modified by ASIC Corporations
(Non-Traditional Rights Issues) Instrument 2026/98.

Part 3—Repeal

10 Repeal

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

Schedule 1—Repeals

ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71

1 The whole of the instrument

Repeal the instrument.

(12G) The sale offer does not need disclosure to investors under this Part if:

(a) the relevant securities were issued by reason of the conversion or exchange of regulatory capital securities in accordance with their terms of issue; and
(b) the regulatory capital securities were issued under a prospectus; and
(c) the conversion or exchange did not involve any further offer.
(12GA) Subsection (12G) does not apply in relation to relevant securities that were issued by reason of the conversion or exchange of regulatory capital securities if, under the terms of the regulatory capital securities at the time they were issued, they must or may be converted into, or exchanged for, ordinary shares in an entity (including an entity that, at the time the regulatory capital securities were issued, does not exist) that, as a result of a restructure (however described) initiated by persons other than the directors of the issuer of the regulatory capital securities or the ultimate holding company of the issuer, will be, at the time of exchange or conversion, the ultimate holding company of the issuer.

Part 2—Declaration

7 Definitions of notional underlying securities, regulatory capital security and underlying securities

Chapter 6D of the Act applies to all persons as if section 9 of the Act were modified or varied as follows:

(a) insert the following definition:

(b) insert the following definition:

“regulatory capital security means a security that satisfies all of the following:

(a) the security is issued by any of the following entities:

(i) an authorised deposit-taking institution, a subsidiary of an authorised deposit-taking institution or an authorised NOHC for the purposes of the Banking Act 1959;

(ii) a general insurer, a subsidiary of a general insurer or an authorised NOHC for the purposes of the Insurance Act 1973;

(iii) a life company, a subsidiary of a life company or a registered NOHC for the purposes of the Life Insurance Act 1995;

(b) either:

(i) under the terms of the security, it must or may be converted into, or exchanged for, ordinary shares in:

(A) the issuer of the security; or

(B) an entity that is both:

(I) an authorised deposit-taking institution, a general insurer, a life company, an authorised NOHC or a registered NOHC for the purposes of any of those Acts; and

(II) the ultimate holding company of the issuer; or

(I) an authorised NOHC or a registered NOHC for the purposes of any of those Acts; and

(II) the ultimate holding company of the issuer;

in the circumstances permitted or required by prudential standards made for the purposes of any of those Acts; or

(c) if, at the time the security is issued, the conversion or exchange occurred, the ordinary shares to be issued on conversion or exchange would be in a class of continuously quoted securities.”;

(c) in the definition of underlying securities, after paragraph (aa) (as notionally inserted by ASIC Corporations (Offers of Convertibles) Instrument 2026/97), insert:

“(ab) in relation to regulatory capital securities—the securities that are issued on conversion or exchange of the regulatory capital securities; and”.

8 Offers of regulatory capital securities that are convertible or exchangeable 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) (aa) (as notionally inserted by ASIC Corporations (Offers of Convertibles) Instrument 2026/97), insert:

“(ab) regulatory capital securities; or”;

(b) after paragraph (2(ca) (as notionally inserted by ASIC Corporations (Offers of Convertibles) Instrument 2026/97), insert:

“(cb) if the securities are regulatory capital securities—the rights and liabilities attaching to:

(i) the regulatory capital securities themselves; and

(ii) the notional underlying securities; and”;

“Issuer of notional underlying securities must consent to statements

(a) the body that is to issue the notional underlying securities must consent to all statements in the prospectus about the notional underlying securities and the body; and

(b) the prospectus must state that that body has given this consent; and

(d) after subsection (7), insert:

“Third party acquisition scenarios

9 Sale offers of underlying securities issued on conversion or exchange of regulatory capital securities

“Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 6

(12G) The sale offer does not need disclosure to investors under this Part if:

(a) the relevant securities were issued by reason of the conversion or exchange of regulatory capital securities in accordance with their terms of issue; and
(b) the regulatory capital securities were issued under a prospectus; and
(c) the conversion or exchange did not involve any further offer.
(12GA) Subsection (12G) does not apply in relation to relevant securities that were issued by reason of the conversion or exchange of regulatory capital securities if, under the terms of the regulatory capital securities at the time they were issued, they must or may be converted into, or exchanged for, ordinary shares in an entity (including an entity that, at the time the regulatory capital securities were issued, does not exist) that, as a result of a restructure (however described) initiated by persons other than the directors of the issuer of the regulatory capital securities or the ultimate holding company of the issuer, will be, at the time of exchange or conversion, the ultimate holding company of the issuer.

Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 7

(12H) The sale offer does not need disclosure to investors under this Part if:

(a) the relevant securities were issued by reason of the conversion or exchange of regulatory capital securities in accordance with their terms of issue; and
Note: The relevant securities are the underlying securities issued on conversion or exchange of the regulatory capital securities.
(b) on the day on which a notice in relation to the regulatory capital securities was given under paragraph (e), there was no determination under subsection 713(6) in force in respect of either:
  (i) the issuer of the regulatory capital securities; or
  (ii) if the issuer of the regulatory capital securities is not the issuer of the notional underlying securities—the issuer of the notional underlying securities; and
(c) trading in securities in the class of notional underlying securities on the declared financial market on which they are quoted was not suspended for more than a total of 5 days during the shorter of the period during which the class of notional underlying securities were quoted, and the period of 12 months before the first day on which the regulatory capital securities were issued; and

Note: declared financial market is defined in section 9D. Until the time the first declaration is made under subsection 9D(2), a market that was prescribed as a prescribed financial market by former regulation 1.0.02A of the Corporations Regulations 2001 is taken to be a declared financial market: see section 1705F.

(d) the conversion or exchange of the regulatory capital securities did not involve any further offer; and
(e) a notice that complies with subsection (12I) on the same day as, or within 2 business days before, the first day on which the regulatory capital securities were issued was given to the relevant market operator:
(i) if the body that issued the regulatory capital securities is also the issuer of the notional underlying securities—by the body;
  (ii) if the body that issued the regulatory capital securities is not the issuer of the notional underlying securities—jointly by both the issuer of the regulatory capital securities and the issuer of the notional underlying securities.

Note: Subsection 708A(1) of the Act is notionally modified by ASIC Corporations
(Non-Traditional Rights Issues) Instrument 2026/98.

Part 3—Repeal

10 Repeal

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

Schedule 1—Repeals

ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71

1 The whole of the instrument

Repeal the instrument.

(12H) The sale offer does not need disclosure to investors under this Part if:

(a) the relevant securities were issued by reason of the conversion or exchange of regulatory capital securities in accordance with their terms of issue; and
Note: The relevant securities are the underlying securities issued on conversion or exchange of the regulatory capital securities.
(b) on the day on which a notice in relation to the regulatory capital securities was given under paragraph (e), there was no determination under subsection 713(6) in force in respect of either:
  (i) the issuer of the regulatory capital securities; or
  (ii) if the issuer of the regulatory capital securities is not the issuer of the notional underlying securities—the issuer of the notional underlying securities; and
(c) trading in securities in the class of notional underlying securities on the declared financial market on which they are quoted was not suspended for more than a total of 5 days during the shorter of the period during which the class of notional underlying securities were quoted, and the period of 12 months before the first day on which the regulatory capital securities were issued; and

Note: declared financial market is defined in section 9D. Until the time the first declaration is made under subsection 9D(2), a market that was prescribed as a prescribed financial market by former regulation 1.0.02A of the Corporations Regulations 2001 is taken to be a declared financial market: see section 1705F.

(d) the conversion or exchange of the regulatory capital securities did not involve any further offer; and
(e) a notice that complies with subsection (12I) on the same day as, or within 2 business days before, the first day on which the regulatory capital securities were issued was given to the relevant market operator:
(i) if the body that issued the regulatory capital securities is also the issuer of the notional underlying securities—by the body;
  (ii) if the body that issued the regulatory capital securities is not the issuer of the notional underlying securities—jointly by both the issuer of the regulatory capital securities and the issuer of the notional underlying securities.

Note: Subsection 708A(1) of the Act is notionally modified by ASIC Corporations
(Non-Traditional Rights Issues) Instrument 2026/98.

Part 3—Repeal

10 Repeal

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

Schedule 1—Repeals

ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71

1 The whole of the instrument

Repeal the instrument.

“Sale offer of securities issued on conv “Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 6

Part 2—Declaration

7 Definitions of notional underlying securities, regulatory capital security and underlying securities

Chapter 6D of the Act applies to all persons as if section 9 of the Act were modified or varied as follows:

(a) insert the following definition:

(b) insert the following definition:

“regulatory capital security means a security that satisfies all of the following:

(a) the security is issued by any of the following entities:

(i) an authorised deposit-taking institution, a subsidiary of an authorised deposit-taking institution or an authorised NOHC for the purposes of the Banking Act 1959;

(ii) a general insurer, a subsidiary of a general insurer or an authorised NOHC for the purposes of the Insurance Act 1973;

(iii) a life company, a subsidiary of a life company or a registered NOHC for the purposes of the Life Insurance Act 1995;

(b) either:

(i) under the terms of the security, it must or may be converted into, or exchanged for, ordinary shares in:

(A) the issuer of the security; or

(B) an entity that is both:

(I) an authorised deposit-taking institution, a general insurer, a life company, an authorised NOHC or a registered NOHC for the purposes of any of those Acts; and

(II) the ultimate holding company of the issuer; or

(I) an authorised NOHC or a registered NOHC for the purposes of any of those Acts; and

(II) the ultimate holding company of the issuer;

in the circumstances permitted or required by prudential standards made for the purposes of any of those Acts; or

(c) if, at the time the security is issued, the conversion or exchange occurred, the ordinary shares to be issued on conversion or exchange would be in a class of continuously quoted securities.”;

(c) in the definition of underlying securities, after paragraph (aa) (as notionally inserted by ASIC Corporations (Offers of Convertibles) Instrument 2026/97), insert:

“(ab) in relation to regulatory capital securities—the securities that are issued on conversion or exchange of the regulatory capital securities; and”.

8 Offers of regulatory capital securities that are convertible or exchangeable 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) (aa) (as notionally inserted by ASIC Corporations (Offers of Convertibles) Instrument 2026/97), insert:

“(ab) regulatory capital securities; or”;

(b) after paragraph (2(ca) (as notionally inserted by ASIC Corporations (Offers of Convertibles) Instrument 2026/97), insert:

“(cb) if the securities are regulatory capital securities—the rights and liabilities attaching to:

(i) the regulatory capital securities themselves; and

(ii) the notional underlying securities; and”;

“Issuer of notional underlying securities must consent to statements

(a) the body that is to issue the notional underlying securities must consent to all statements in the prospectus about the notional underlying securities and the body; and

(b) the prospectus must state that that body has given this consent; and

(d) after subsection (7), insert:

“Third party acquisition scenarios

9 Sale offers of underlying securities issued on conversion or exchange of regulatory capital securities

“Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 6

(12G) The sale offer does not need disclosure to investors under this Part if:

(a) the relevant securities were issued by reason of the conversion or exchange of regulatory capital securities in accordance with their terms of issue; and
(b) the regulatory capital securities were issued under a prospectus; and
(c) the conversion or exchange did not involve any further offer.
(12GA) Subsection (12G) does not apply in relation to relevant securities that were issued by reason of the conversion or exchange of regulatory capital securities if, under the terms of the regulatory capital securities at the time they were issued, they must or may be converted into, or exchanged for, ordinary shares in an entity (including an entity that, at the time the regulatory capital securities were issued, does not exist) that, as a result of a restructure (however described) initiated by persons other than the directors of the issuer of the regulatory capital securities or the ultimate holding company of the issuer, will be, at the time of exchange or conversion, the ultimate holding company of the issuer.

Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 7

(12H) The sale offer does not need disclosure to investors under this Part if:

(a) the relevant securities were issued by reason of the conversion or exchange of regulatory capital securities in accordance with their terms of issue; and
Note: The relevant securities are the underlying securities issued on conversion or exchange of the regulatory capital securities.
(b) on the day on which a notice in relation to the regulatory capital securities was given under paragraph (e), there was no determination under subsection 713(6) in force in respect of either:
  (i) the issuer of the regulatory capital securities; or
  (ii) if the issuer of the regulatory capital securities is not the issuer of the notional underlying securities—the issuer of the notional underlying securities; and
(c) trading in securities in the class of notional underlying securities on the declared financial market on which they are quoted was not suspended for more than a total of 5 days during the shorter of the period during which the class of notional underlying securities were quoted, and the period of 12 months before the first day on which the regulatory capital securities were issued; and

Note: declared financial market is defined in section 9D. Until the time the first declaration is made under subsection 9D(2), a market that was prescribed as a prescribed financial market by former regulation 1.0.02A of the Corporations Regulations 2001 is taken to be a declared financial market: see section 1705F.

(d) the conversion or exchange of the regulatory capital securities did not involve any further offer; and
(e) a notice that complies with subsection (12I) on the same day as, or within 2 business days before, the first day on which the regulatory capital securities were issued was given to the relevant market operator:
(i) if the body that issued the regulatory capital securities is also the issuer of the notional underlying securities—by the body;
  (ii) if the body that issued the regulatory capital securities is not the issuer of the notional underlying securities—jointly by both the issuer of the regulatory capital securities and the issuer of the notional underlying securities.

Note: Subsection 708A(1) of the Act is notionally modified by ASIC Corporations
(Non-Traditional Rights Issues) Instrument 2026/98.

Part 3—Repeal

10 Repeal

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

Schedule 1—Repeals

ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71

1 The whole of the instrument

Repeal the instrument.

(12G) The sale offer does not need discl (12G) The sale offer does not need disclosure to investors under this Part if:

(12G) The sale offer does not need disclosure to investors under this Part if:

(a) the relevant securities were issued by reason of the conversion or exchange of regulatory capital securities in accordance with their terms of issue; and
(b) the regulatory capital securities were issued under a prospectus; and
(c) the conversion or exchange did not involve any further offer.
(12GA) Subsection (12G) does not apply in relation to relevant securities that were issued by reason of the conversion or exchange of regulatory capital securities if, under the terms of the regulatory capital securities at the time they were issued, they must or may be converted into, or exchanged for, ordinary shares in an entity (including an entity that, at the time the regulatory capital securities were issued, does not exist) that, as a result of a restructure (however described) initiated by persons other than the directors of the issuer of the regulatory capital securities or the ultimate holding company of the issuer, will be, at the time of exchange or conversion, the ultimate holding company of the issuer.

Sale offer of securities issued on conve Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 7

Part 2—Declaration

7 Definitions of notional underlying securities, regulatory capital security and underlying securities

Chapter 6D of the Act applies to all persons as if section 9 of the Act were modified or varied as follows:

(a) insert the following definition:

(b) insert the following definition:

“regulatory capital security means a security that satisfies all of the following:

(a) the security is issued by any of the following entities:

(i) an authorised deposit-taking institution, a subsidiary of an authorised deposit-taking institution or an authorised NOHC for the purposes of the Banking Act 1959;

(ii) a general insurer, a subsidiary of a general insurer or an authorised NOHC for the purposes of the Insurance Act 1973;

(iii) a life company, a subsidiary of a life company or a registered NOHC for the purposes of the Life Insurance Act 1995;

(b) either:

(i) under the terms of the security, it must or may be converted into, or exchanged for, ordinary shares in:

(A) the issuer of the security; or

(B) an entity that is both:

(I) an authorised deposit-taking institution, a general insurer, a life company, an authorised NOHC or a registered NOHC for the purposes of any of those Acts; and

(II) the ultimate holding company of the issuer; or

(I) an authorised NOHC or a registered NOHC for the purposes of any of those Acts; and

(II) the ultimate holding company of the issuer;

in the circumstances permitted or required by prudential standards made for the purposes of any of those Acts; or

(c) if, at the time the security is issued, the conversion or exchange occurred, the ordinary shares to be issued on conversion or exchange would be in a class of continuously quoted securities.”;

(c) in the definition of underlying securities, after paragraph (aa) (as notionally inserted by ASIC Corporations (Offers of Convertibles) Instrument 2026/97), insert:

“(ab) in relation to regulatory capital securities—the securities that are issued on conversion or exchange of the regulatory capital securities; and”.

8 Offers of regulatory capital securities that are convertible or exchangeable 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) (aa) (as notionally inserted by ASIC Corporations (Offers of Convertibles) Instrument 2026/97), insert:

“(ab) regulatory capital securities; or”;

(b) after paragraph (2(ca) (as notionally inserted by ASIC Corporations (Offers of Convertibles) Instrument 2026/97), insert:

“(cb) if the securities are regulatory capital securities—the rights and liabilities attaching to:

(i) the regulatory capital securities themselves; and

(ii) the notional underlying securities; and”;

“Issuer of notional underlying securities must consent to statements

(a) the body that is to issue the notional underlying securities must consent to all statements in the prospectus about the notional underlying securities and the body; and

(b) the prospectus must state that that body has given this consent; and

(d) after subsection (7), insert:

“Third party acquisition scenarios

(8) This sect

ASIC Corporations (Regulatory Capital Securities) Instrument 2026/88

Plain English Summary

Deep Dive

What it does

Main concepts

Who it affects

Key duties and rights

Penalties and enforcement

How it interacts with other laws

Recent changes and why

Court challenges and controversies

Gotchas

How to comply

Current sections

“Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 6

“Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 6

(12G) The sale offer does not need disclosure to investors under this Part if:

Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 7

(12H) The sale offer does not need disclosure to investors under this Part if:

(12G) The sale offer does not need disclosure to investors under this Part if:

(12G) The sale offer does not need disclosure to investors under this Part if:

Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 7

“Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 6

(12G) The sale offer does not need disclosure to investors under this Part if:

Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 7

(12H) The sale offer does not need disclosure to investors under this Part if:

(12H) The sale offer does not need disclosure to investors under this Part if:

(12H) The sale offer does not need disclosure to investors under this Part if:

Source text: opening excerpt

“Sale offer of securities issued on conv “Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 6

“Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 6

(12G) The sale offer does not need disclosure to investors under this Part if:

Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 7

(12H) The sale offer does not need disclosure to investors under this Part if:

(12G) The sale offer does not need discl (12G) The sale offer does not need disclosure to investors under this Part if:

(12G) The sale offer does not need disclosure to investors under this Part if:

Sale offer of securities issued on conve Sale offer of securities issued on conversion or exchange of regulatory capital securities—case 7