ASIC CLASS ORDER [CO 07/300]

EXPLANATORY STATEMENT

Prepared by the Australian Securities and Investments Commission

Corporations Act 2001

The Australian Securities and Investments Commission (ASIC) makes Class Order [CO 07/300] Foreign Securities under subsections 601QA(1), 655A(1), 741(1) and 1020F(1) of the Corporations Act 2001 (the Act). These sections provide that ASIC may exempt a person from a provision in Chapter 5C, Chapter 6, Chapter 6D and Part 7.9 of the Act respectively.

1. Background

A company making an offer of securities in Australia must, in general, comply with the fundraising provisions of the Act, set out in Chapter 6D.

ASIC has previously made a number of Class Orders concerning the issue and sale of, and publishing of notices in relation to, foreign securities. These include the following ASIC class orders:

• [CO 00/180] Foreign securities: publishing of reports and notices
• [CO 00/181] Foreign securities: publishing of reports and notices
• [CO 00/183] Foreign rights issue
• [CO 00/185] Foreign securities
• [CO 00/214] Foreign securities: listed foreign companies making 20 or fewer offers in Australia in 12 months

These class orders provide relief from disclosure and advertising provisions of Chapter 6D of the Act in relation to offers of securities which are quoted on an 'approved foreign market'.

Class order [CO 02/263] Foreign interests in a managed investment scheme traded on an approved foreign exchange: 20 or fewer offers in Australia in 12 months provides relief from the disclosure provisions in Part 7.9 in relation to certain offers of interests in managed investment schemes which are quoted on an ‘approved foreign market’.

Class order [CO 00/2338] Relief from the minimum bid price principle – s621(3) provides some relief from technical compliance with the requirement to provide consideration at least equal to the maximum consideration paid for bid class securities in the four months prior to a takeover bid. Some of the relief in the class order relates to securities quoted on an ‘approved financial market’. 

Class order [CO 05/26] Constitutional provisions about the consideration to acquire interests provides relief from the requirement for the constitution of a registered managed investment scheme to make adequate provision for the consideration paid to acquire the interest in certain circumstances. In some instances the relief only applies where the interests are quoted on ASX or an ‘approved foreign market’.

ASIC's policy on approving foreign markets  is outlined in ASIC Policy Statement 72 Foreign securities prospectus relief ("[PS 72]").

2. Purpose of the class order

Class Orders [00/180], [00/181], [00/183], [00/185] , [00/214], [00/2338], [02/263] and [05/26] set out a list of foreign markets ASIC has designated as approved. Many of these approved foreign markets have changed their names since publication of the class orders. ASIC Class Order [CO 07/0300] updates obsolete names of approved foreign markets listed in those class orders and includes names of foreign markets that were inadvertently excluded from the class orders.

3. Operation of the class order

Class Order [07/0300] makes technical amendments to [CO 00/180], [CO 00/181], [CO 00/183], [CO 00/185],  [CO 00/214], [00/2338], [02/263] and [05/26] to update references to approved foreign markets to reflect name changes and include markets inadvertently excluded from these class orders.

4. Consultation

ASIC did not undertake any consultation with external stakeholders before these instruments were made.  Consultation was not undertaken because the instrument is considered minor or machinery in nature.