ASIC Class Order [CO 13/1051]

Administered by Department of the Treasury

Legislation au F2013L01614 Not in force Legislative Instrument

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ASIC CLASS ORDER [CO 13/1051]

EXPLANATORY STATEMENT

Prepared by the Australian Securities and Investments Commission

Corporations Act 2001

The Australian Securities and Investments Commission (ASIC) makes ASIC Class Order [CO 13/1051] under subsection s 341(1), 741(1) and 1020F(1) of the Corporations Act 2001 (the Act).

Subsection 341(1) provides that ASIC may make an order in respect of a specified class of companies, registered schemes or disclosing entities that relieves the entities in question, their directors and/or auditors from specified requirements of Parts 2M.2, 2M.3 or 2M.4 (other than Division 4) of the Act.

Subsection 741(1) provides that ASIC may declare that Chapter 6D applies to a person as if specified provisions (including definitions as they apply to references in that Chapter) were omitted, modified or varied as specified in the declaration.

Subsection 1020F(1) provides that ASIC may declare that Part 7.9 applies in relation to a person as if specified provisions (including definitions as they apply to references in that Part) were omitted, modified or varied as specified in the declaration.

1. Background

Class Order [CO 13/1050]

Class Order [CO 13/1050] allows stapled entities which are disclosing entities to present combined financial statements or consolidated financial statements of the stapled group for the half-year ended 30 June 2013 on the same basis used to prepare those combined financial statements or consolidated financial statements for the year ended 31 December 2012.

Class Order [CO 13/1050] also allows the stapled entities relief similar to that previously provided by Class Order [CO 05/642]. The stapled entities in a stapled group will continue to be allowed to present their respective financial statements together in a single financial report.

Class Order [CO 01/1455]

Sections 713 and 1013FA of the Act permit a disclosing entity to prepare a disclosure document or Product Disclosure Statement (PDS) with a specified limited content (“transaction-specific disclosure”) for continuously quoted securities. Transaction-specific disclosure is predicated on the fact that such entities are subject to the continuous disclosure requirements of the Act and that the market generally should have all information necessary to reach an informed view about those securities.

Section 9 of the Act defines “continuously quoted securities”. Securities and financial products will only satisfy the definition of “continuously quoted securities” where, among other things, no order covered the entity, its directors or auditor, during the shorter of the period during which the class of securities were quoted and the period of 12 months before the date of the prospectus or PDS.

Class Order [CO 01/1455] allows an entity to use transaction-specific disclosures even where the entity, its directors or auditor are covered by certain ASIC orders made under section 341 which give technical accounting and financial reporting relief and do not detract from the level of information available to the market.

Class Order [CO 04/672]

The Act requires a person to prepare a disclosure document or PDS for an offer to sell securities or financial products where:

(a) the offer is made within 12 months of issue;

(b) there was no disclosure at the time of issue; and

A prospectus or PDS is not required for securities or financial products that are quoted and for which a “cleansing notice” under sections 708A and 1012DA has been lodged with the relevant operator of the financial market. This “cleansing notice” exemption is only available where, among other thing, no order under section 341 covered entity, its directors and auditor, at any time during the shorter of the period during which the class of securities or financial products were quoted and the period of 12 months before the day on which the relevant securities or products were issued.

Class Order [CO 04/672] allows an entity to rely on the “cleansing notice” exemption even where the entity, its directors or auditor are covered by certain ASIC orders made under section 341 which give technical accounting and financial reporting relief and do not detract from the level of information available to the market.

Class Order [CO 98/1418]

Class Order [CO 98/1418] provides relief to wholly owned companies from the requirement to prepare financial reports where their holding company prepares consolidated financial statements, the companies enter into a deed of cross guarantee and certain other conditions are met.

2. Purpose of the class order

The purpose of Class Order [13/1051] is:

(a) to allow stapled entities that report using minor and machinery relief under Class Order [CO 13/1050] to continue to issue a disclosure document or PDS with a specified limited content;

(b) to allow stapled entities that report using minor and machinery relief under Class Order [CO 13/1051] to use transaction specific disclosures and rely on “cleansing notice” exemptions; and

(c) to update [CO 98/1418] to include reference to the new accounting standard dealing with consolidated financial statements, in addition to the previous accounting standard which is currently referred to in that class order.

3. Operation of the class order

Class Order [13/1051] “Variation to Class Orders [04/672], [CO 01/1455] and [CO 98/1418] makes the following changes:

(a) varies [CO 01/1455] to allow entities that take advantage of [CO 13/1051] to use transaction specific disclosures;

(b) varies [CO 04/672] to allow entities that take advantage of [CO 13/1051 to rely on “cleansing notice” exemptions and remove reference to a revoked class order; and

4. Consultation

As [CO 13/1051] is of a minor or machinery nature and does not substantially alter existing arrangements, ASIC did not undertake any consultation with stakeholders before that class order was made.

Statement of Compatibility with Human Rights

Prepared in accordance with Part 3 of the Human Rights (Parliamentary Scrutiny) Act 2011

ASIC Class Order [CO 13/1051]

This class order is compatible with the human rights and freedoms recognised or declared in the international instruments listed in section 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.

Overview of the class order

Class Order [13/1051] amends ASIC Class Orders [CO 01/1455], [CO 04/672] and [CO 98/1418] to:

(a) allow stapled entities that report using minor and machinery relief under Class Order [CO 13/1050] to continue to issue a disclosure document or PDS with a specified limited content;

(b) allow stapled entities that report using minor and machinery relief under Class Order [CO 13/1051] to use transaction specific disclosures and rely on “cleansing notice” exemptions; and

(c) update [CO 98/1418] to include reference to the new accounting standard dealing with consolidated financial statements, in addition to the previous accounting standard which is currently referred to in that class order.

Human rights implications

This class order does not engage any of the applicable rights or freedoms.

Conclusion

This class order is compatible with human rights as it does not raise any human rights issues.

Overview

The Australian Securities and Investments Commission (ASIC) Class Order [CO 13/1051], enacted in 2013, addresses certain gaps in the reporting requirements for stapled entities under the Corporations Act 2001. This class order was introduced to allow stapled entities that benefit from minor and machinery relief under Class Order [CO 13/1050] to continue issuing disclosure documents or Product Disclosure Statements (PDS) with limited content, use transaction-specific disclosures, and rely on "cleansing notice" exemptions. Additionally, it updates the reference in Class Order [CO 98/1418] to include a new accounting standard on consolidated financial statements. ASIC made this class order under its authority granted by sections 341(1), 741(1), and 1020F(1) of the Corporations Act 2001, aiming to streamline reporting requirements while maintaining adequate market transparency and compliance with continuous disclosure obligations.

Scope and Application

ASIC Class Order [CO 13/1051], made under the Corporations Act 2001, primarily applies to stapled entities that use minor and machinery relief as outlined in Class Order [CO 13/1050]. This class order modifies existing class orders to facilitate the continued use of specified limited content in disclosure documents or Product Disclosure Statements (PDS) for these stapled entities, as well as to allow them to utilise transaction-specific disclosures and "cleansing notice" exemptions. Furthermore, it updates Class Order [CO 98/1418] to incorporate references to the new accounting standard on consolidated financial statements. The order is designed to ensure that the entities maintain compliance with the continuous disclosure requirements while benefiting from the specified reliefs. As this class order does not substantially alter existing arrangements, ASIC did not undertake any consultation with stakeholders before it was made. Additionally, the class order is compatible with the human rights and freedoms recognised or declared in the international instruments listed in the Human Rights (Parliamentary Scrutiny) Act 2011, as it does not engage any of the applicable rights or freedoms.

Key Provisions

The main operative sections of ASIC Class Order [CO 13/1051] pertain to the relief provided to certain entities under specified conditions. Section 1(a) allows stapled entities that report using minor and machinery relief under Class Order [CO 13/1050] to continue to issue a disclosure document or Product Disclosure Statement (PDS) with specified limited content. Section 1(b) extends the ability for these entities to use transaction-specific disclosures and rely on “cleansing notice” exemptions. Finally, Section 1(c) updates Class Order [CO 98/1418] to include reference to the new accounting standard dealing with consolidated financial statements. These sections aim to provide flexibility and relief to entities while ensuring compliance with existing legislative requirements. The Act imposes several obligations and requirements on the entities governed by this Class Order. Firstly, entities must ensure that their financial reporting practices align with the relief provided under Class Order [CO 13/1051]. This includes adhering to the minor and machinery relief specified and ensuring that the disclosure documents or PDS contain the specified limited content. Secondly, entities must use transaction-specific disclosures where applicable and rely on “cleansing notice” exemptions in accordance with the updated provisions. Thirdly, wholly owned companies must meet the conditions specified in Class Order [CO 98/1418], including the preparation of consolidated financial statements by the holding company and the execution of a deed of cross guarantee. Breaches of the provisions outlined in this Class Order can lead to various consequences. Although specific offences and penalties are not detailed within the explanatory statement, it is likely that violations could result in civil or criminal penalties under the Corporations Act 2001. These penalties can include fines and, in severe cases, imprisonment. The exact penalties would depend on the nature and severity of the breach, as well as any additional provisions within the Act that apply. Entities and their directors must therefore ensure strict compliance to avoid these potential repercussions.

Area of Law: Corporate Law & Governance
Instrument: Regulation
Concepts: Delegated & Subordinate Legislation; Reporting & Disclosure Obligations; Transitional Provisions

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Sourced from the Federal Register of Legislation at 26 August 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au.

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