ASIC Corporations (Amendment) Instrument 2017/6

Administered by Department of the Treasury

Legislation au F2017L01128 Not in force Legislative Instrument

Legislation content

ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 and

ASIC Corporations (Amendment) Instrument 2017/6

 

Explanatory Statement

 

Prepared by the Australian Securities and Investments Commission

Corporations Act 2001

 

The Australian Securities and Investments Commission (ASIC) makes the following instruments:

(a) ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 under subsections 283GA(1), 601QA(1), 655A(1), 741(1), 926A(2), 992B(1) and 1020F(1) of the Corporations Act 2001 (the Act); and

 

(b) ASIC Corporations (Amendment) Instrument 2017/6 under paragraph 911A(2)(l) subsections 283GA(1), 601QA(1), 655A(1), 741(1), 926A(2), 992B(1) and 1020F(1) of the Act and for the purposes of subsection 257B(7) and item 14(b) of section 611 of the Act.

 

  1. Purpose of  instruments

These two instruments operate together to amend 14 of ASIC's legislative instruments in relation to the concept of 'approved foreign market' so that they have a single, consistent definition of 'approved foreign market' (or, in some cases, incorporate this definition within a broader definition of 'eligible foreign market' or 'approved financial market'). The instruments also add Euronext Brussels and Euronext Lisbon to the definition of 'approved foreign market' and update the names of a number of the markets in this definition that have merged or changed name.

 

2.                   Background on 'approved foreign markets'

Approved foreign markets and disclosure relief

The concept of 'approved foreign market' is used in a number of ASIC legislative instruments that give certain disclosure relief for securities that are quoted on an approved foreign market. Regulatory Guide 72 Foreign securities disclosure relief (RG 72) explains the rationale for providing disclosure relief for securities that are quoted on an approved foreign market and the criteria that ASIC takes into account for approving other markets.

Approved foreign financial markets for takeovers and on-market buy backs

ASIC has also approved foreign financial markets for the purposes of subsection 257B(7) (on-market buy-backs) and for the purposes of the takeovers' exemption in item 14(b) of section 611 (downstream acquisitions): see ASIC Corporations (Approved Foreign Financial Markets – Buy-backs and Takeovers) Instrument 2015/1071 and Regulatory Guide 71 Downstream Acquisitions.

The foreign markets that ASIC has approved for the purposes of subsection 257B(7) and item 14(b) of section 611 are the same foreign markets approved for disclosure relief purposes, although before amendments made by these instruments they were called 'eligible financial markets'.

 

3.                   Changes required to the list of 'approved foreign markets'

ASIC decided to add Euronext Brussels and Euronext Lisbon to our list of 'approved foreign markets' because they meet the standards referred to in RG 72. We also needed to update the names of some of the approved foreign markets which had merged or changed name, and remove the reference that restricted relief to the 'main boards' and specified secondary boards of approved foreign markets, which are no longer a widely used concepts.[1]

Previously, each of the following 13 legislative instruments ('applicable ASIC legislative instruments') contained a definition of 'approved foreign market', 'eligible foreign market', or 'approved financial market'.

(a) ASIC Class Order [CO 08/10];

 

(b) ASIC Class Order [CO 12/752];

 

(c) ASIC Class Order [CO 13/655];

 

(d) ASIC Class Order [CO 13/760];

 

(e) ASIC Class Order [CO 13/761];

 

(f) ASIC Class Order [CO 14/1000];

 

(g) ASIC Corporations (Foreign Rights Issues) Instrument 2015/356;

 

(h) ASIC Corporations (Foreign Scrip Bids) Instrument 2015/357;

 

(i) ASIC Corporations (Foreign Securities—Publishing Notices) Instrument 2015/359;

 

(j) ASIC Corporations (Foreign Small-Scale Offers) Instrument 2015/362;

 

(k) ASIC Corporations (Managed investment product consideration) Instrument 2015/847;

 

(l) ASIC Corporations (Minimum Bid Price) Instrument 2015/1068;

 

(m) ASIC Corporations (Consents to Statements) Instrument 2016/72.

 

ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 notionally inserts the new updated definition of 'approved foreign market' into section 9 of the Act for the class of persons purporting to rely on these 13 'applicable ASIC legislative instruments'.

ASIC Corporations (Amendment) Instrument 2017/6 amends these 13 instruments by:

(a)  removing the definition of 'approved foreign market' and substituting the definition of approved foreign market that refers to section 9 of the Act, as notionally amended by ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669; and 

 

(b) for applicable ASIC legislative instruments that contain a broader definition of 'eligible financial market'[2] or 'approved financial market'[3], amending these definitions to include the updated definition of 'approved foreign market' and continue to include the other relevant markets listed in those definitions.

 

The instruments also amend a 14th legislative instrument, ASIC Corporations (Approved Foreign Markets – Buy-backs and Takeovers) 2015/1071, in the following way: ASIC Corporations (Amendment) Instrument 2017/6 removes the definition of 'eligible financial market' from instrument ASIC Corporations (Approved Foreign Markets – Buy-backs and Takeovers) 2015/1071 and substitutes the definition of approved foreign market contained in ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669. We took a different approach to amending ASIC Corporations (Approved Foreign Markets – Buy-backs and Takeovers) 2015/1071 because the Act does not give ASIC the power to modify the provisions of Chapter 2J of the Act but under subsection 257B(7) we have the power to declare in writing that a financial market outside Australia is an approved overseas financial market for the purposes of that subsection. ASIC also has the power to approve a body in writing for the purposes of item 14(b) of section 611 of the Act.

 

4.                   Rationale for including an updated definition of approved foreign market

We consider that it will be simpler for ASIC's stakeholders to understand which markets are included as approved foreign markets where there is an updated, consistent definition that, for most relevant instruments, is contained in one instrument.  For ASIC, it will be easier and more efficient to update the definition of approved foreign markets as will be required from time to time in future if the definition is contained in one instrument only (being ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669) rather than in 14 separate instruments. This approach also removes the risk of inconsistencies between individual instruments.

 

5.                   Other amendments

ASIC Corporations (Amendment) Instrument 2017/6 also:

a)             amends the definition of 'eligible foreign country' in ASIC Corporations (Foreign Scrip Bids) Instrument 2015/357 so that it means a country in which an approved foreign market is being operated;

b)             renames ASIC Corporations (Approved Foreign Financial Markets) Instrument 2015/1071 so that it is now titled ASIC Corporations (Approved Foreign Markets – Buy-backs and Takeovers) Instrument 2015/1071; and

c)             updates the names of several trading markets referred to in the definition of 'approved financial market' in ASIC Corporations (Consents to Statements) Instrument 2016/72.

 

6.                   Consultation

ASIC did not conduct any public consultation on ASIC Corporations (Amendment) Instrument 2017/6 or ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 because the substantive effect of these instruments is to add Euronext Brussels and Euronext Lisbon to ASIC's list of approved foreign markets. The addition of Euronext Brussels and Euronext Lisbon is consistent with ASIC's policy in RG 72, which explains at paragraphs 56 to 58 that ASIC may approve additional foreign markets and sets out the criteria we will take into account for that purpose.

ASIC determined that the other technical changes made by ASIC Corporations (Amendment) Instrument 2017/6 and ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 would not benefit from public consultation.


Statement of Compatibility with Human Rights

 

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

 

ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 and

ASIC Corporations (Amendment) Instrument 2017/6

 

These legislative 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.

 

Overview of the legislative instrument

 

The purpose of ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 is to add a definition to section 9 of the Act of 'approved foreign market'. The purpose of ASIC Corporations (Amendment) Instrument 2017/6 is to amend a number of legislative instruments to remove their earlier definition of an 'approved foreign market' and substitute the definition notionally added to section 9 of the Act by instrument 2017/669.

 

Human rights implications

 

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

 

Conclusion

 

These legislative instrument are compatible with human rights because they do not raise any human rights issues.

 

[1] RG 72 will be amended in due course to include this update.

[2] ASIC Class Order [CO 14/1000]

[3] ASIC Corporations (Minimum Bid Price) Instrument 2015/1068; and ASIC Corporations (Consents to Statements) Instrument 2016/72

Overview

The ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 and ASIC Corporations (Amendment) Instrument 2017/6 were enacted to provide a consistent definition of 'approved foreign market' across multiple Australian Securities and Investments Commission (ASIC) legislative instruments. These instruments were introduced to address the need for a standardised definition of 'approved foreign market' and to update the names of markets that had changed or merged. The enacting body for these instruments is ASIC, under the powers granted by the Corporations Act 2001. The policy objective is to simplify and streamline the definition of 'approved foreign market', thereby improving the efficiency of regulatory processes and reducing the risk of inconsistencies across different instruments. These instruments are designed to ensure that the markets recognised for the purposes of disclosure relief, on-market buy-backs, and takeovers are clearly and uniformly defined.

Scope and Application

The two instruments, ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 and ASIC Corporations (Amendment) Instrument 2017/6, apply to entities and persons seeking to rely on the disclosure reliefs provided by the listed ASIC legislative instruments concerning securities quoted on approved foreign markets. These instruments amend 14 legislative instruments to ensure a consistent definition of 'approved foreign market' and incorporate it into these instruments. The amendments also add Euronext Brussels and Euronext Lisbon to the definition of 'approved foreign market' and update the names of markets that have undergone mergers or name changes. The instruments have a national reach, applying Commonwealth-wide under the authority of the Corporations Act 2001. The instruments do not specify any exclusions or exemptions but are subject to the general provisions and conditions outlined in the Act. Subordinate instruments may further extend or restrict the application of these instruments as necessary.

Key Provisions

The main operative sections of these instruments are sections 283GA, 601QA, 655A, 741, 926A, 992B, and 1020F of the Corporations Act 2001. ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 introduces a new, consistent definition of 'approved foreign market' in section 9 of the Act, while ASIC Corporations (Amendment) Instrument 2017/6 modifies existing legislative instruments to align with this new definition. These instruments also add Euronext Brussels and Euronext Lisbon to the list of approved foreign markets and update the names of markets that have changed. The Act imposes certain obligations and requirements on the parties governed by these instruments. For example, these instruments require entities relying on ASIC's legislative instruments to ensure their securities are quoted on markets that meet the criteria for 'approved foreign markets.' Furthermore, these instruments mandate that ASIC provide consistent definitions of 'approved foreign markets' and related terms in its legislative instruments to avoid inconsistencies and to simplify compliance for stakeholders. Additionally, these instruments require ASIC to update the list of approved foreign markets periodically to reflect market changes and mergers. Breach of these legislative instruments may result in legal consequences. The instruments themselves do not specify particular offences or penalties; however, any failure to comply with the requirements of the Corporations Act 2001 or the amended legislative instruments may lead to enforcement actions by ASIC. Such actions could include fines, legal proceedings, and other sanctions as prescribed under the Act. For instance, entities that fail to adhere to the requirements concerning 'approved foreign markets' could face penalties for non-compliance with the disclosure obligations or other provisions of the Act.

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Definitions & Interpretation
Reporting & Disclosure Obligations
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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.