ASIC Corporations (Amendment and Repeal) Instrument 2026/483

Explanatory Statement

ASIC Corporations (Listed Entities Enhanced Beneficial Ownership) Instrument 2026/482

This is the Explanatory Statement for ASIC Corporations (Listed Entities Enhanced Beneficial Ownership) Instrument 2026/482 (Principal Instrument) and ASIC Corporations (Amendment and Repeal) Instrument 2026/483 (Amendment and Repeal Instrument).

The Explanatory Statement is approved by the Australian Securities and Investments Commission (ASIC).

Summary

The Principal Instrument sets out declarations and requirements for listed entities in relation to the enhanced beneficial ownership disclosure obligations in Chapter 6C of the Corporations Act 2001 (Corporations Act). They include:

(a) methods for calculating the number of issued securities in which a person has a ‘deemed economic interest’ or an ‘offsetting short position’;

(b) the deemed economic interests and offsetting short positions exclusion for market makers and client services;

(d) a specified form and additional information requirements for registers of relevant interests.

The Amendment and Repeal Instrument amends the ASIC Corporations (Relief to Facilitate Admission of Exchange Traded Funds) Instrument 2024/147 (LI 2024/147) to reflect changes that Schedule 1 of the Treasury Laws Amendment (Strengthening Financial and Other Measures) Act 2025 (Schedule 1) made.
The Amendment and Repeal Instrument also repeals ASIC Corporations (Bidder Giving Substantial Holding Notice) Instrument 2023/685 (LI 2023/685).

Purpose of the instruments

Principal instrument

4. Schedule 1 amended the Corporations Act to enhance the substantial holding and tracing notice regimes governing the disclosure of beneficial ownership in listed entities. The Explanatory Memorandum to the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Bill 2025 (Explanatory Memorandum) explains that:

Access to beneficial ownership information supports the efficient operation of financial markets by increasing the information available to persons making investment decisions and their ability to conduct due diligence on prospective acquisitions, ultimately supporting more efficient resource allocation (paragraph 1.8).

5. Schedule 1 inserted several provisions empowering ASIC to determine matters as part of its reforms. The amendments include powers for ASIC to determine:

(a) the number, or a method for working out the number, of issued securities in which a person has a ‘deemed economic interest’ and ‘offsetting short position’, which are new types of interests in listed securities based on derivatives (subsections 671AK(1) and 671AW(1));

(b) an exclusion for market makers and client services from being taken to have deemed economic interests (subsection 671AO(2));

(c) information particulars that need to be disclosed in a substantial holding notice (paragraph 671BB(1)(g) and subsection 671BB(3));

(d) the form and information requirements of the register of relevant interests that key persons for listed entities must keep under subsection 672DA(3) (subsection 672DB(2)); and

(e) foreign legislative requirements that are declared to be equivalent to the Corporations Act substantial holding disclosure requirements (subsection 671F(4)).

6. The purpose of the Principal Instrument is to determine matters pursuant to these powers. Where appropriate, the Principal Instrument also relies upon the power ASIC has under subsection 673(1) of the Corporations Act to declare that Chapter 6C applies to a person as if specified provisions were omitted, modified or varied as specified in the declaration.

Calculative methods for deemed economic interests and offsetting short positions

7. In determining the number of listed securities in which a person has a deemed economic interest or offsetting short position, ASIC considered paragraph 1.91 of the Explanatory Memorandum.

8. Paragraph 1.91 of the Explanatory Memorandum expressed an expectation that any legislative instrument ASIC makes be tailored around a similar approach to that in Article 5 of the Commission Delegated Regulation (European Union (EU)) 205/761 of 17 December 2014. This would involve calculation of deemed economic interests on a delta-adjusted basis, using a generally accepted standard pricing model.

9. In Consultation Paper 387 Enhanced beneficial ownership disclosure: Proposed legislative instrument, form and guidance, ASIC consulted upon calculation on a delta-adjusted basis, but feedback was critical. Concerns were raised that this method would be very complicated, time consuming and sensitive to inputs used. It was noted there would be no one correct deemed economic interest for a derivative as it would depend on the inputs used and inputs may vary between participants.

10. In response to the feedback received, noting its expectation to strive to reduce business costs under subsection 1(2) of the Australian Securities and Investments Commission Act 2001, ASIC resolved to determine an alternative calculation method for deemed economic interests and offsetting short positions to calculation on a delta-adjusted basis. The alternative calculation method is based on the full notional amount of securities underlying the derivative.

Market makers and client services exclusions

11. The exclusion for market makers and client services recognises that certain entities, such as investment banks and others who engage in the business of client services or market making, trade very frequently in both physically and cash settled derivatives. Their engagement in equity derivative transactions is often driven by client or market demand, rather than an interest in gaining exposure to underlying securities. As such, it is not appropriate for them to acquire deemed economic interests or offsetting short positions as part of their transactions.

Equivalent foreign requirements exclusion

12. The effect of the ASIC power to declare equivalent foreign requirements is that a foreign entity meeting those requirements does not have to meet the substantial holding notice requirements: see subsection 671F(2) of the Corporations Act. This limits the administrative burden of duplicated reporting requirements for listed foreign entities subject to equivalent foreign disclosure requirements.

13. However, any listed foreign entity benefiting from this relief must, as soon as practicable after giving information in response to the equivalent foreign requirements, give that information to the operator of each declared financial market in Australia on which the entity is listed: see subsection 671F(3) of the Corporations Act.

Additional particulars that need to be disclosed in a substantial holding notice

14. The power for ASIC to determine additional particulars for substantial holding notices supports ASIC’s power under subsection 671BE(2) to approve the manner and form of the substantial holding notice.

15. Paragraph 1.191 of the Explanatory Memorandum states “ASIC’s role as regulator positions it to adapt disclosure requirements over time in response to observed market practices and any concerns regarding information gaps, contributing to the effective operation of Australia’s financial markets.”

16. The power for ASIC to determine form and information requirements of the register of relevant interests allows ASIC to increase standardisation of their format, which the Explanatory Memorandum anticipates will improve their usability: see paragraph 1.235.

Powers not exercised

17. Schedule 1 also inserted further powers for ASIC into the Corporations Act to:

(a) specify additional particulars for tracing notices (subsection 672AD(2)); and

(b) exempt an entity from the obligation to keep a register of relevant interests (subsection 672DA(4)).

18. The Principal Instrument does not determine matters pursuant to these additional powers. This is because their insertion was to allow ASIC to respond to developments over time and in response to gaps. This is explained in paragraph 1.210 and 1.235 of the Explanatory Memorandum respectively.

19. If ASIC is to determine additional information for tracing notices, this information must also be determined for substantial holding notices: see subsection 672AD(2).

Amendment and Repeal Instrument

20. The purpose of the Amendment and Repeal Instrument is to make consequential amendments to LI 2024/147, and to repeal LI 2023/685.

21. This is because the relief in LI 2023/685 was incorporated into the Corporations Act by Schedule 1.

Consultation

22. Before making the Principal Instrument, ASIC conducted a public consultation on proposals related to enhanced beneficial ownership disclosure requirements, as set out in Consultation Paper 387 Proposed enhanced beneficial ownership disclosure for listed entities.

23. The consultation commenced on 10 March 2026 and closed on 21 April 2026 and involved the publication of a news item and a consultation webpage on ASIC’s website, attaching a draft legislative instrument, draft Substantial Holding Notice, and draft updates to regulatory guides.

24. ASIC received 23 submissions, including 6 confidential submissions, from a range of stakeholders, including listed entities, brokers, market operators and industry associations. In response, ASIC amended requirements of the Principal Instrument, including in relation to registers of relevant interests, the methods for calculating the number of securities in which a person has a deemed economic interest or offsetting short position and an exclusion from having a deemed economic interest or offsetting short position for market makers and client services providers.

25. A summary of feedback received on CP 387 is set out in the Summary of feedback to CP 387 and ASIC’s response published on the ASIC website. This document outlines key feedback raised by stakeholders and explains ASIC’s response.

26. ASIC did not consult publicly on the Amendment and Repeal Instrument, as it is limited to minor consequential amendments and repeal of LI 2023/685.

Operation of the instruments

Principal Instrument

Part 1 - Preliminary

27. Section 1 of the Principal Instrument specifies its title.

28. Section 2 of the Principal Instrument specifies that the Instrument commences on the later of the day after it is registered on the Federal Register of Legislation and commencement of Schedule 1. The Principal Instrument does not have retrospective application.

29. Section 3 of the Principal Instrument specifies that the Instrument is made under subsections 671AK(1), 671AO(2), 671AW(1), 671BB(3), 671BG(5), 671F(4), 672DB(2) and 673(1) of the Corporations Act.

30. Section 4 of the Principal Instrument provides a simplified outline of the Instrument. Its purpose is to assist readers in understanding the substantive provisions and it is complemented by simplified outlines at the start of each Part in the Instrument. The simplified outlines are not intended to be comprehensive. Readers should rely on the substantive provisions when considering the Instrument’s effect.

31. Section 5 of the Principal Instrument defines terms used in multiple Parts in the Principal Instrument, being definitions of ‘Act’, ‘foreign government or legislative body’ and ‘overseas regulatory authority’.

Part 2 – Deemed economic interests and offsetting short positions

32. Section 6 of the Principal Instrument provides a simplified outline of Part 2 of the Instrument. Its purpose is to assist readers in understanding the substantive provisions in Part 2. The simplified outline is not intended to be comprehensive.

33. Section 7 of the Principal Instrument defines terms used in Part 2 of the Instrument, being definitions of ‘bid class’, ‘bid period’, ‘bidder’, ‘exchange traded fund’, ‘non-physically settleable derivative’, ‘Part 5.1 scheme’, ‘short position derivative’ and ‘underlying issued security’.

34. The ‘exchange traded fund’ definition reflects the ‘exchange traded fund’ definition in notional subsection 1020B(4D) that the ASIC Corporations (Short Selling) Instrument 2018/745 inserts in the Corporations Act. However, rather than a ‘declared financial market’, it extends to interests or securities that are capable of being publicly traded on a financial market that is:

(a) a ‘licensed market’ (as defined in section 9 of the Corporations Act); or

(b) a financial market that is, or the operation of which is, licensed or authorised by an overseas regulatory authority (as defined in section 5 of the Principal Instrument).

This is to ensure that the definition operates on a market‑neutral basis and captures exchange traded funds admitted to trading on licensed markets in Australia and overseas, rather than being limited to declared financial markets.

35. Sections 8–10 of the Principal Instrument provide methods for calculating the number of issued securities of a particular class in a Chapter 6C body in which a person has a deemed economic interest because of a non-physically settleable derivative. The methods differ depending on whether the derivative is over a basket or index of securities or not. They reflect methods for calculating the number of issued securities of a particular class in a Chapter 6C body in which a person has an offsetting short position.

36. Section 9 of the Principal Instrument provides that the number of issued securities of a particular class in a Chapter 6C body in which a person has a deemed economic interest because of a non-physically settleable derivative is equal to the full notional amount of securities underlying the derivative.

37. Section 10 of the Principal Instrument specifies a method for calculating the number of securities in which a person has a deemed economic interest because of a non-physically settleable derivative that satisfies paragraphs 671AF(1)(c) and (d) of the Act in relation to both a basket or index of assets that includes securities and one or more classes of underlying issued securities.

38. Subsection 10(2) of the Principal Instrument provides that the full notional amount of securities underlying the derivative must be calculated on the basis of the weight of the security by value in the basket or index out of the total value of securities in that basket or index.

39. Subsections 10(3) and 10(4) of the Principal Instrument specify two situations where a person will be considered to have no deemed economic interest in issued securities. The situations do not apply if the person is the bidder for a takeover bid or compromise or arrangement under Part 5.1 of the Corporations Act (Part 5.1 scheme) during the bid period for a takeover bid or Part 5.1 scheme and the securities are in the bid class for the takeover bid or Part 5.1 scheme: see subsection 10(5) of the Principal Instrument.

40. The situations are if:

(a) Situation 1 - the number of securities in which the person would have a deemed economic interest as the result of the basket or index represents less than 5% of total securities in the relevant class on issue and represents less than 30%, by value, of all securities in the basket or index (see subsection 10(3) of the Principal Instrument); or

(b) Situation 2 – provided the person has no influence over, and is not capable of influencing, the composition of the basket or index or the weighting of securities in the basket or index, there is at least one exchange traded fund (as defined in section 7 of the Principal Instrument) that tracks the basket or index or, in the case of an index, all of the following apply:

(i) the index is compiled and calculated by the S&P Dow Jones Indices LLC, MSCI Inc, FTSE International Limited, NASDAQ, Inc, Morningstar, Inc, Solactive AG, Bloomberg Index Services Limited or STOXX Ltd.;

(ii) these bodies have produced a publicly available methodology that determines the securities of the index and their weightings; and

(iii) the securities are quoted on a financial market (see subsections 10(4) and (6) of the Principal Instrument).

41. The fact a person has no deemed economic interest in issued securities in the first situation aligns with the existing 5% substantial holding threshold. The requirement that deemed economic interests become calculable where securities in the class constitute 30% or more of the value of securities in the basket or index ensures that economic exposure cannot be concealed in relation to a particular entity by constructing a derivative that references a tailored basket or index over a limited number of entities.

42. A person has no deemed economic interest in issued securities in the second situation where an exchange traded fund tracks the basket or index because investments in public exchange traded funds operate on licensed financial markets or those regulated by an overseas authority. While many exchange traded funds do not directly track a major index they may compile their own basket of securities according to their investment mandate.

43. Similarly, a person has no deemed economic interest in issued securities in the second situation involving an index as derivatives that track major indices are generally not entered into for the purpose of controlling or influencing a Chapter 6C body where the person also has no capability to influence the securities of the index. This includes situations where an index provider incidentally attributes a significant weighting to a single security to appropriately reflect concentrated sectors constituted by companies with large market capitalisations which may otherwise exceed the 30% threshold discussed for the first situation.

44. Sections 11–13 of the Principal Instrument provide the methods for calculating the number of issued securities of a particular class in a Chapter 6C body in which a person has an offsetting short position because of a short position derivative.

45. The methods are the same as those to be relied upon to determine the number of securities in which a person has a deemed economic interest. There are also equivalent situations, with the same rationales, where an individual is considered to have no offsetting short position in issued securities to the circumstances where a person is considered to have no deemed economic interest: see subsections 13(3)-(6) of the Principal Instrument.

Part 3 – Market makers and client services exclusion

46. Section 14 of the Principal Instrument provides a simplified outline of Part 3 of the Instrument. Its purpose is to assist readers in understanding the substantive provisions in Part 3. The simplified outline is not intended to be comprehensive.

47. Section 15 of the Principal Instrument provides a definition of ‘foreign equivalent licensee’ for the purposes of Part 3 of the Instrument. A foreign equivalent licensee must have been incorporated or formed outside Australia, have its principal place of business outside Australia, not hold and not be required to hold an Australian financial services (AFS) licence or an Australian CS facility licence (as defined in s9 of the Corporations Act) and hold a foreign licence or authority authorising the licensee to:

(a) deal in derivatives;

(b) make a market in derivatives or securities; and/ or

48. Section 16 of the Instrument sets out circumstances when a financial services licensee, or a foreign equivalent licensee, will not have a deemed economic interest in securities in a Chapter 6C body because of dealing in a derivative. The circumstances are that:

(a) the licensee must deal in the derivative:

(i) in the ordinary course of its business of dealing in derivatives; or

(ii) for the purpose of:

(A) facilitating the obtaining of client economic exposure to changes in the value of securities in the Chapter 6C body at the client’s request; or

(B) managing a risk of the licensee, including hedging their position on an individual or aggregate basis, that has resulted from the licensee facilitating the obtaining of the client’s economic exposure;

(b) the client must provide to the licensee, or at the licensee’s direction, any consideration that the licensee must provide under the derivative if the licensee deals in the derivative to facilitate client economic exposure to changes in the value of the Chapter 6C body’s securities at the client’s request and the client is not a party to the derivative;

(c) the dealing in the derivative must not give, and not reasonably be capable of giving, the licensee any capacity to determine, influence or attempt to influence the affairs of the Chapter 6C body;

(d) the licensee is able to readily identify derivatives to which section 16 applies; and

(e) for foreign equivalent licensees – the dealing in the derivative must be covered by the licence or authorisation that the licensee holds and is regulated by the foreign regulatory authority that issued the licence or authorisation.

49. Section 17 of the Principal Instrument sets out circumstances when financial services licensees, or foreign equivalent licensees, that are authorised to make a market for derivatives or securities do not have a deemed economic interest in securities in a Chapter 6C body because of dealing in a derivative. The circumstances are if:

(a) the licensee deals in the derivative:

(i) in the ordinary course of its business of making a market in derivatives in relation to the Chapter 6C body’s securities; or

(ii) for the purposes of hedging a position of the licensee that has resulted from the licensee making a market in derivatives or securities;

(b) the dealing in the derivative does not give, and is not reasonably capable of giving, the licensee any capacity to determine, influence or attempt to influence the affairs of the Chapter 6C body;

(d) for foreign equivalent licensees – the dealing in the derivative is covered be the licence or authorisation that the licensee holds and is regulated by the foreign regulatory authority that issued the licence or authorisation.

50. Section 18 of the Principal Instrument sets out circumstances when a CS facility licensee, or a foreign equivalent licensee, authorised to operate a clearing and settlement facility in relation to derivatives, including a class of derivatives, does not have a deemed economic interest in securities as a result of entering into a derivative while operating that facility. The circumstances are if:

(a) the licensee enters into the derivative to facilitate economic exposure to changes in the value of securities in the Chapter 6C body for a client who is a participant in the facility at the client’s request or manages risk, including hedging a position, created by a derivative that is entered by the licensee for this purpose;

(b) the entering into the derivative does not give, and is not reasonably capable of giving, the licensee any capacity to determine, influence or attempt to influence the affairs of the Chapter 6C body;

(d) for foreign equivalent licensees – the entry into the derivative is covered by the licence or authorisation that the licensee holds and is regulated by the foreign regulatory authority that issued the licence or authorisation.

51. Section 19 of the Principal Instrument sets out requirements for information that a licensee exempted from having a deemed economic interest in securities in a Chapter 6C body under sections 16 or 17 of the Principal Instrument must give to the relevant market operator for that body. They include an example of an aspect of information that should be provided in a note to paragraph 19(3)(f) of the Principal Instrument.

52. Pursuant to subsection 19(2) of the Principal Instrument, the situations in which the licensee must give the relevant information are if:

(a) the licensee’s ‘holding percentage’ in the Chapter 6C body, being the total number of votes attached to voting securities in that body in which the licensee or their associate (within the meaning of s50AAA of the Corporations Act) has a relevant interest or deemed economic interest divided by the total votes of all voting securities in the Chapter 6C body, would increase above 20% or decrease to 20% or below if the exemptions in sections 16 or 17 did not apply; or

(b) the licensee’s holding percentage in the Chapter 6C body would be above 20% if the exemptions in section 17 or 18 did not apply and there is an increase or decrease of 1 or more percentage points from the last percentage point disclosed under paragraph 19(3)(f).

53. The information that must be given is:

(a) the licensee’s name and, if applicable, AFS licence number for financial services licensees and an equivalent number for foreign equivalent licensees;

(b) (where applicable) a statement that the licensee does not have a deemed economic interest in securities in a Chapter 6C body because of section 16 or 17 and details of which of section 16 or 17 is applicable;

(c) (where applicable) a statement that the licensee does not have an offsetting short position in securities in a Chapter 6C body because of notional subsection 671AY(4) as inserted by Part 4 of the Principal Instrument;

(d) information about which situation in subsection 19(2) applies; and

(e) the increase in each of the following percentages that would result if section 16 or 17 and notional subsection 671AY(4) did not apply:

(i) the licensee’s ‘deemed physically settleable derivative-based holding percentage’ in the Chapter 6C body, being the total number of votes attached to securities in that body in which the licensee or an associate has a deemed economic interest because of a physically-settleable derivative divided by the total votes attached to all securities in the body;

(ii) the licensee’s ‘deemed non-physically settleable derivative-based holding percentage in the Chapter 6C body’, being the total number of votes attached to securities in that body in which the licensee or as associated has a deemed economic interest because of a non-physically settleable derivative divided by the total votes attached to all securities in the body; and

(iii) the licensee’s ‘offsetting short position percentage’ in the Chapter 6C body, being the total number of votes attached to all voting securities in that body in which the licensee or an associate has an offsetting short position divided by the total number of votes attached to all voting securities in the Chapter 6C body; and

(f) the number of securities in the Chapter 6C body that the increases described in preceding sub-paragraph relate to.

54. The information must ordinarily be given within 2 business days after the change that has triggered the requirement to give the information. However, provided the Chapter 6C body is not a listed notified foreign passport fund, if the situation occurs during the bid period for a takeover bid for voting securities in the Chapter 6C body, the information must be given by 9.30am of the next trading day of the relevant financial market after the situation occurs: see subsections 19(4) and (5) of the Principal Instrument.

Part 4 - Declaration

55. Section 20 of the Principal Instrument contains a simplified outline of Part 4 of the Instrument. Its purpose is to assist readers in understanding the substantive provisions of Part 4. The simplified outline is not intended to be comprehensive.

56. Section 21 of the Principal Instrument modifies Chapter 6C of the Corporations Act by inserting a notional section 671AY. Its purpose is to outline situations in which a person does not have an offsetting short position in securities in a Chapter 6C body.

57. The situations that notional section 671AY specifies align with exclusions from having a deemed economic interest in Subdivision C of Division 2 of Part 6C.1A of the Corporations Act. They also align with exclusions from having a relevant interest in section 609 of the Corporations Act. This promotes consistency and ensures that persons are not required to disclose offsetting short positions if doing so would not advance transparency.

58. Notional section 671AY addresses situations where a person may technically meet the definition of having an offsetting short position, but where that position does not reflect an economic exposure or influence over the listed entity that is relevant for disclosure purposes.

59. Notional subsection 671AY(1) relates to situations involving money lending and financial accommodation. It provides that security interests, including a negative pledge, taken or acquired in the ordinary course of a non-associated person’s business of providing financial accommodation on ordinary commercial terms do not give rise to an offsetting short position.

60. This exclusion recognises that security interests taken by lenders in the ordinary course of providing finance are designed to protect the lender’s credit exposure and do not reflect a speculative or directional position in the underlying securities. It reflects an exclusion from having a deemed economic interest in like circumstances in section 671AL of the Corporations Act.

61. Notional subsection 671AY(2) provides that a bare trustee does not have an offsetting short position in a number of securities that a beneficiary of the trust has an offsetting short position in because of a presently enforceable and unconditional right of the kind referred to in section 671AV of the Corporations Act.

62. This exclusion ensures that offsetting short positions are correctly attributed to the person who bears the relevant economic exposure, rather than being duplicated at both the trustee and beneficiary level. It will commonly apply to nominees that hold derivatives or securities on behalf of clients as a not to the notional subsection states. It would also apply to custodians.

63. Notional subsection 671AY(3) provides that a person does not have an offsetting short position in securities merely because the person is a director of a body corporate that has an offsetting short position in those securities.

64. This exclusion reflects the principle that the director of a body corporate does not, solely by virtue of their office, acquire an economic exposure or control over the securities held or derivatives entered into by that entity.

65. Notional subsection 671AY(4) provides that a person does not have an offsetting short position in securities in a Chapter 6C body in circumstances relating to market making and client services where a person does not have a deemed economic interest that ASIC has determined in sections 16 to 18 of the Principal Instrument. This aligns the treatment of offsetting short positions with the treatment of deemed economic interests in the determined circumstances.

66. Notional subsection 671AY(5) means that where a person is excluded from having an offsetting short position in the determined circumstances, they must give specified information or documents in the same way that they would need to give information in relation to a determined circumstance involving a deemed economic interest.

67. Notional subsection 671AY(6) provides that an offsetting short position in a number of securities is disregarded where all persons who would otherwise have offsetting short positions because of a derivative are bodies corporate that are related to each other. Section 50 of the Corporations Act defines the meaning of ‘related body corporate’.

68. This exclusion recognises that derivative arrangements within a corporate group do not change the group’s overall economic exposure and do not warrant additional disclosure.

Part 5 – Register of relevant interests

69. Section 22 of the Principal Instrument provides a simplified outline of Part 5 of the Instrument. Its purpose is to assist readers in understanding the substantive provisions in Part 5. The simplified outline is not intended to be comprehensive.

70. Section 23 of the Principal Instrument defines terms used in Part 5, being definitions of ‘disclosure notice identifier’, ‘member identifier’ and ‘tracing notice response’. A note to the ‘member identifier’ definition provides an example of what a member identifier could include.

71. Section 24 of the Principal Instrument provides requirements for registers of relevant interests that ASIC has determined pursuant to paragraph 672DB(2) of the Corporations Act for the purposes of subsection 672DA(3). These requirements supplement the requirements for registers in section 672DB of the Corporations Act and are intended to standardise the included information and support the usability of registers.

72. Subsection 24(2) of the Principal Instrument requires the register to be kept in an electronic form and a note acknowledges that copies of the register may be kept in additional formats.

73. Subsection 24(3) of the Principal Instrument requires the register to include each disclosure of information that the key person has received in electronic form in response to a tracing notice. If the received information is not in electronic form, the register must include an electronic copy.

74. Paragraph 24(3)(c) of the Principal Instrument requires the register to contain the disclosure notice identifier, disclosure date, member identifier, class of disposable securities and number of disclosable securities in separate data fields in a delimited file format in the register. There must also be a separate data field in a delimited file format that enables the received information to be readily located within the register: see subparagraph 24(3)(c)(iv). For example, this can include a hyperlink to a copy of the original tracing notice response in its unmodified digital form.

75. Section 25 of the Principal Instrument inserts notional subsection 672DD(5A) into the Corporations Act, which requires any copy of a register or part of a register given under section 672DD of the Corporations Act to be in the same electronic format as the register and to be given electronically.

76. The requirements in sections 24 and 25 of the Principal Instrument for information to be retained or converted into electronic form are designed to support the accessibility of registers and the ability of users to analyse the information contained in the register. They only apply to registers and requests on and after 4 December 2026, which is the commencement date of the Schedule 1 amendments: see section 26 of the Principal Instrument.

Part 6 – Substantial holding notices

77. Section 27 of the Principal Instrument provides a simplified outline of Part 6 which relates to substantial holding notices. Its purpose is to assist readers in understanding the substantive provisions in Part 6. The simplified outline is not intended to be comprehensive.

78. Section 28 of the Principal Instrument determines additional particulars that must be disclosed in a substantial holding notice for the purposes of paragraph 671BB(1)(g) of the Corporations Act. The particulars include:

(a) details of situation that requires the substantial holding notice to be given, including;

(i) which of the situations referred to in subsection 671B(1) of the Corporations Act is applicable;

(ii) the date the situation arose;

(iii) the date (if any) of the last situation when a person gave a substantial holding notice in relation to the Chapter 6C body; and

(iv) the date (if any) of the last substantial holding notice given;

(b) the total votes attached to all voting securities in the Chapter 6C body;

(c) the person’s voting power in that body and, where applicable, the percentage point increase or decrease in this voting power from the last voting power disclosed in a substantial holding notice if the increase or decrease is 1 or more percentage;

(d) the percentage point increase or decrease in voting power if the increase/ decrease is 1 or more percentage from the last disclosure and the person has previously disclosed, or been required to disclose, their voting power in the Chapter 6C body under Part 6C.1 of the Corporations Act

(e) whether details of the person’s relevant interests, deemed economic interests or offsetting short provisions have changed since the last substantial holding notice they provided;

(f) whether the person does not have a deemed economic interest or offsetting short position because of the market maker and client services exclusions;

(g) details of each transaction that gave rise to, or gave rise to a change in the nature of, a relevant interest, deemed economic interest or offsetting short position that the person has or had in issued securities:

(i) in the four months before the person was required to give the current substantial holding notice if it is an initial notice or a preceding notice given in a situation referred to in paragraphs 671B(1)(b) or (f); or

(ii) since the person last was required to give a substantial holding notice; and

(h) any other particulars required by any Substantial Holding Notice ASIC has approved under subsection 671BE(2) of the Corporations Act.

79. Section 29 of the Principal Instrument determines certain standard form documents for the purpose of paragraph 671BG(4)(a) of the Corporations Act. Agreements in the form of these documents do not need to be provided with a substantial holding notice. Instead, in place of attaching the Agreement, a substantial holder may attach a statement that:

(a) identifies any differences between the Agreement and the equivalent document determined in section 29;

(b) includes any information included in the Agreement that is provided for, but not set out in, the equivalent document (for example, information included in any blank space in the document that is required to be completed); and

80. The inclusion of the documents determined in section 29 recognises that these documents are widely used, lengthy and standardised. Pursuant to subsection 671BG(6) of the Corporations Act, information provided with a prior substantial holding notice that is publicly available is also not required to be attached to a substantial holding notice, although the later notice needs to identify the document and the information provided previously.

81. Section 30 of the Principal Instrument declares that relevant legislative requirements in New Zealand, the United Kingdom and the United States of America are equivalent to the substantial holding notice requirements under the Corporations Act.

82. This means that for a listed entity that is incorporated or formed in New Zealand, the United Kingdom or the United States (other than an entity that satisfies the listed company, registered scheme or notified foreign passport fund definitions), a person will not have to comply with the substantial holding notice requirements in relation to a matter where the specified requirements for those jurisdictions require that person to give information in relation to the matter.

83. A condition of this exemption is that the listed entity must, as soon as practicable after the giving of the information required by the specified foreign requirements, give that information to the operator of each official list in Australia where the entity is listed: see subsection 671F(3) of the Corporations Act.

84. This exemption reduces duplicative reporting obligations for listed foreign entities that are subject to comparable overseas disclosure regimes, while preserving transparency by requiring information disclosed under those regimes to be provided to Australian market operators under subsection 671F(3).

85. Section 31 of the Principal Instrument provides that the Instrument is repealed at the start of 1 October 2031.

Amendment and Repeal Instrument

86. Section 1 of the Amendment and Repeal Instrument sets out its title.

87. Section 2 of the Amendment and Repeal Instrument specifies that the instrument commences on the later of the day after it is registered on the Federal Register of Legislation or when the Schedule 1 amendments commence. The Instrument does not have retrospective application.

88. Section 3 of the Amendment and Repeal Instrument specifies that the Instrument is made under subsection 673(1) of the Corporations Act.

89. Section 4 of the Amendment and Repeal Instrument provides that any instrument specified to be amended or repealed in its Schedule is amended or repealed as set out in the Schedule.

90. Schedule 1 of the Amendment and Repeal Instrument makes consequential amendments to section 9 of LI 2024/147 to reflect amendments that Schedule 1 made. Schedule 1 also makes minor amendments to renumber a paragraph in the ‘ETF’ definition and insert missing wording in the ‘withdrawal fee per security’ definition.

91. Schedule 2 of the Amendment and Repeal Instrument repeals LI 2023/685. This is because its relief has been incorporated into the Corporations Act by sections 671BH and 671BG(3) that Schedule 1 inserted.

Legislative instrument and primary legislation

92. The Principal Instrument and Amendment and Repeal Instrument are made under powers specifically delegated to ASIC to modify or affect the operation of Chapter 6C of the Corporations Act. These include the power in subsection 673(1) and powers that Schedule 1 inserted into Chapter 6C.

93. Paragraph 1.92 of the Explanatory Memorandum states, in describing the subsection 671AK(1) power for ASIC to determine the number of, or method of working out the number of, securities in which a person has a adeemed economic interest, that “[t]he use of legislative instruments in this instance is appropriate given the variety of derivatives to which the provisions potentially apply to.”

94. Paragraph 1.120 of the Explanatory Memorandum states, in relation to the subsection 671AO(2) power for ASIC to determine circumstances in relation to the market makers and client services exclusion:

It is appropriate for the substantive detail of this exception … to be in delegated legislation, rather than in the primary law. ASIC, as the financial market and financial services regulator, has the relevant expertise and market knowledge to accurately assess the situations when it is appropriate for the exception to apply to regulated activities of the kind outlined having regard to the potentially complex nature of the operations of investment banks and matters such as industry practices and existing systems that distinguish between client-serving and proprietary trading.

95. Paragraph 1.140 of the Explanatory Memorandum states, in relation to ASIC’s powers in relation to offsetting short positions, that:

ASIC is able to specify rules to calculate the number of securities underlying an offsetting short position both under the basic rule and the extensions. However, there are no statutory exceptions contained in Schedule 1 to the Bill. As all offsetting short positions regardless of derivative type are to be determined in accordance with an ASIC instrument, it is anticipated that ASIC will incorporate appropriate exceptions in its determination.

96. Paragraph 1.191 of the Explanatory Memorandum states, in relation to ASIC’s power to determine additional substantial holding notice particulars under subsection 671BB(3), that it:

is an appropriate delegation to ASIC because it supports the making of the prescribed form that ASIC will issue. Additionally, ASIC’s role as regulator positions it to adapt the disclosure requirements over time in response to observed market practices and any concerns regarding information gaps, contributing to the effective operation of Australia’s financial markets .

97. Paragraph 1.235 of the Explanatory Memorandum states, in relation to ASIC’s register of relevant interests related powers under subsection 672DB(2), that “(e)mpowering ASIC to determine these matters by legislative instrument is appropriate as it allows ASIC to adjust the requirements for tracing notice registers in accordance with industry developments and technological advances.”

98. Paragraph 1.235 of the Explanatory Memorandum states, in relation to the ASIC powers to determine the form of register of relevant interests and related matters, that:”[e]mpowering ASIC to determine these matters by legislative instrument is appropriate as it allows ASIC to adjust the requirements for [registers of relevant interests] in accordance with industry developments and technological advances.”

99. Paragraph 1.246 of the Explanatory Memorandum states, in relation to ASIC’s power to determine equivalent foreign requirements, “[t]he delegation of this instrument-making power to ASIC is appropriate because, as the regulator under Australian law, ASIC has the relevant expertise to accurately determine which overseas requirements would be equivalent.”

Duration of the instrument

100. The duration of the Principal Instrument is five years. This affords affected entities certainty about their obligations under the enhanced beneficial ownership disclosure obligations.

101. The Amendment and Repeal Instrument will automatically repeal in accordance with section 48A of the Legislation Act if the conditions in that section are met.

Legislative authority

102. The Principal Instrument is made under subsections 671AK(1), 671AO(2), 671AW(1), 671BB(3), 671BG(5), 671F(4), 672DB(2) and 673(1) of the Corporations Act.

103. The Amendment and Repeal Instrument is made under subsection 673(1) of the Corporations Act.

104. Under subsection 33(3) of the Acts Interpretation Act 1901, where an Act confers a power to make any instrument, the power is to be construed as including a power exercisable in the like manner and subject to the like conditions (if any) to repeal, rescind, revoke, amend or vary any such instrument.

105. Both instruments are disallowable legislative instruments.

Statement of Compatibility with Human Rights

106. The Explanatory Statement for a disallowable legislative instrument must contain a Statement of Compatibility with Human Rights under subsection 9(1) of the Human Rights (Parliamentary Scrutiny) Act 2011. A Statement of Compatibility with Human Rights is in the Attachment.

Attachment

Statement of Compatibility with Human Rights

This Statement of Compatibility with Human Rights is prepared in accordance with Part 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.

ASIC Corporations (Listed Entities Enhanced Beneficial Ownership) Instrument 2026/482 and ASIC Corporations (Amendment and Repeal) Instrument 2026/483

Overview

1. ASIC Corporations (Listed Entities Enhanced Beneficial Ownership) Instrument 2026/482 (Principal Instrument) specifies the number of issued securities in which a person has a ‘deemed economic interest’ or an ‘offsetting short position’, which are types of interests in listed securities based on derivatives. It also provides exclusions from having a deemed economic interest and offsetting short position.

2. The Principal Instrument modifies information that must be disclosed in or with a substantial holding notice and the form and information requirements for registers of relevant interests that must be kept for listed entities. It also specifies foreign legislative requirements deemed to be equivalent to the substantial holding notice requirements.

3. ASIC Corporations (Amendment and Repeal) Instrument 2026/483 amends the ASIC Corporations (Relief to Facilitate Admission of Exchange Traded Funds and repeals ASIC Corporations (Bidder Giving Substantial Holding Notice) Instrument 2023/685, which was due to expire on 1 October 2028.

Assessment of human rights implications

4. These instruments do not engage any of the applicable rights or freedoms.

Conclusion

5. The instruments are 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.

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