This instrument is made under subsection 341(1) of the Corporations Act 2001.
4 Simplified outline of this instrument
This instrument contains an exemption from the financial reporting requirements in Part 2M.3 of the Act for stapled issuers.Subject to meeting various requirements, the exemption allows a stapled issuer and its directors to include:(a) in the financial report or concise report of the stapled issuer—the single entity or consolidated financial statements of other stapled issuers in the same stapled group; and(b) in the directors’ report of the stapled issuer—the directors’ reports of the other stapled issuers.
5 Definitions
(1) In this instrument:
Act means the Corporations Act 2001.
combined financial statements means, in relation to a stapled group, financial statements that aggregate two or more entities that are members of the group, eliminating inter-entity transactions and balances, but without:
(a) identifying an acquirer or one or more acquirees; and
(b) eliminating equity or reserves of the acquirees that existed when the terms on which the securities of the entities were traded on a prescribed financial market first required the securities to be transferred together.
control has the same meaning as in Accounting Standard AASB 10 Consolidated Financial Statements.
relevant entity means a company, registered scheme or disclosing entity.
stapled group means the group of entities consisting of:
(a) a stapled issuer and each other stapled issuer a security of which under the terms on which it is traded on a prescribed financial market must be transferred with a security of the first-mentioned stapled issuer; and
(b) all other entities controlled by the stapled issuers referred to in paragraph (a).
stapled issuer means a relevant entity to which both of the following apply:
(a) a security of the entity under the terms on which it is traded on a prescribed financial market, must be transferred together with a security of one or more other entities;
(b) there are no securities in the same class as the security first mentioned in paragraph (a) which may be transferred separately.
(2) A person is a director of a registered scheme at a particular time if the person is a director of the responsible entity of the registered scheme at that time.
Part 2—Order
6 Relief for the presentation of financial reports of stapled groups
Relief
(1) A stapled issuer and its directors do not have to comply with Part 2M.3 of the Act in relation to a half-year or a financial year (each a relevant period) to the extent that that Part prevents the inclusion of:
(a) in the financial report or concise report (each a stapled issuer report) of the stapled issuer—the single entity or consolidated financial statements, notes to those statements and directors’ declaration of other stapled issuers (the other stapled issuers) in the same stapled group as the stapled issuer; and
(b) in the directors’ report of the stapled issuer—the directors’ reports of the other stapled issuers.
Note: The relief in subsection (1) does not cover the inclusion of combined financial statements. Such financial statements may only be presented where doing so is otherwise permitted under Chapter 2M of the Act and applicable accounting standards.
Where relief applies
(2) The relief in subsection (1) is available where all of the following apply:
(a) all the other stapled issuers:
(i) are required to prepare financial reports for the relevant period under Chapter 2M of the Act; and
(ii) rely on the relief in subsection (1);
(b) one of the following applies in relation to the financial statements for the relevant period:
(i) the financial statements of the stapled issuer and all the other stapled issuers (including any single entity financial statements presented where ASIC Corporations (Parent Entity Financial Statements) Instrument 2021/195 is relied on) are presented in adjacent columns in the stapled issuer report;
(ii) the financial statements are presented as follows in separate sections of the stapled issuer report:
(A) in the first section—the consolidated financial statements or combined financial statements and, where ASIC Corporations (Parent Entity Financial Statements) Instrument 2021/195 is relied on, the single entity financial statements of the stapled issuer; and
(B) in the second section in adjacent columns—all other consolidated financial statements of the stapled issuer and the other stapled issuers and any single entity financial statements (including those presented where ASIC Corporations (Parent Entity Financial Statements) Instrument 2021/195 is relied on); or
(iii) in the case of a financial report for a half-year or a concise report—one of the sets of financial statements permitted under subparagraphs (i) or (ii) (excluding any single entity financial statement that is not required under the Act and the accounting standard applicable to the report) is presented in adjacent columns in the stapled issuer report where, if the set includes consolidated or combined financial statements covering all of the entities in the stapled group, those financial statements are presented first;
(c) a directors’ declaration covers more than one stapled issuer only where:
(i) each person who was a director of an issuer covered by the declaration at any time during the relevant period or when the declaration is made was also a director of each other issuer covered by the declaration at all times during the relevant period and when the declaration is made; and
(ii) each declaration required by subsection 295(4) or 303(4) of the Act (as relevant) is presented in a way that enables each issuer to which it relates to be readily identified;
(d) where the stapled issuer or one or more of the other stapled issuers is a registered scheme, the financial report or concise report (as applicable) contains a prominent statement to the effect that only the responsible entity of a scheme takes responsibility for the financial report or concise report (as applicable) for the scheme;
(e) a directors’ report covers more than one stapled issuer only where:
(i) each person who was a director of an issuer covered by the report at any time during the relevant period or when the report is made was also a director of each other issuer covered by the report at all times during the relevant period and when the report is made; and
(ii) the information included in the report is presented in a way that enables each issuer for which any aspect is relevant to be readily identified.
Part 3—Repeal
7 Repeal
This instrument is repealed at the start of 1 October 2030.