ASIC Class Order [CO 01/1455]

Overview

The ASIC Class Order [CO 01/1455] was enacted under the Corporations Act 2001 to address the definition and application of "continuously quoted securities" in the securities market. This instrument was created to ensure that Chapter 6D and Part 7.9 of the Corporations Act apply appropriately to securities that are traded on continuous markets, thereby promoting transparency and fair trading. The Australian Securities and Investments Commission (ASIC) is the enacting body for this class order, with the aim of maintaining market integrity and protecting investors. The policy objective is to clarify the scope of securities that fall under continuous quotation rules and to exclude certain instruments from these provisions, thereby providing a clearer regulatory environment for market participants.

Scope and Application

The ASIC Class Order [CO 01/1455] applies to all persons in relation to securities that are quoted on a continuous basis, as defined in section 9 of the Corporations Act 2001. This legislative instrument, which was compiled on 1 October 2015, modifies the definition of "continuously quoted securities" by excluding certain securities from the application of Chapter 6D and Part 7.9 of the Act. These exclusions include securities subject to specific ASIC Class Orders and other instruments. The order is in effect across Australia, governed by the Corporations Act 2001, and its scope can be further extended or restricted through subordinate instruments such as the ASIC Corporations (Stapled Group Reports) Instrument 2015/838, ASIC Corporations (Related Scheme Reports) Instrument 2015/839, and ASIC Corporations (Post Balance Date Reporting) Instrument 2015/842. The order's provisions apply to all securities listed on Australian exchanges, ensuring compliance with the continuous disclosure obligations as modified by the order.

Key Provisions

The ASIC Class Order [CO 01/1455] amends the definition of "continuously quoted securities" under the Corporations Act 2001, as indicated in subsections 741(1) and 1020F(1) of the Act. This amendment modifies the definition by excluding certain securities from the scope of "continuously quoted securities" for the purposes of applying Chapter 6D and Part 7.9 of the Act. Specifically, subparagraph (b)(ii) of the definition now excludes securities mentioned in paragraph 741(1)(a) of the Act, except those covered by ASIC Class Order [CO 09/425], and securities mentioned in paragraph 741(1)(b) of the Act, except those covered by ASIC Class Orders [CO 01/1455], [CO 04/672], [CO 07/571], [CO 10/321], [CO 10/322], and [CO 14/757]. Additionally, subparagraph (b)(iii) of the definition excludes securities mentioned in paragraph 741(1)(c) of the Act, except those covered by certain other ASIC Class Orders and Instruments. The ASIC Class Order [CO 01/1455] imposes obligations on all entities and individuals affected by the Corporations Act 2001 to ensure that they comply with the modified definition of "continuously quoted securities." This includes adhering to the provisions of Chapter 6D and Part 7.9 of the Act, which may include requirements related to disclosure, continuous disclosure, and continuous quotation of securities. The affected parties must be aware of the specific securities excluded from the definition and ensure that their activities are in compliance with the amended provisions. Breaches of the Corporations Act 2001, including non-compliance with the provisions of ASIC Class Order [CO 01/1455], can result in civil or criminal penalties. Civil penalties may include fines, while criminal penalties may include imprisonment, fines, or both. The exact penalties depend on the nature and severity of the breach, and are determined by the courts based on the specific circumstances of each case. The Act provides for maximum penalties where applicable, but the actual penalties imposed will vary depending on the particulars of the offence.