ASIC Corporations (Market Research and Roadshows) Instrument 2026/93

Explanatory Statement

ASIC Corporations (Market Research and Roadshows) Instrument 2026/93

This is the Explanatory Statement for ASIC Corporations (Market Research and Roadshows) Instrument 2026/93.

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

Summary

1.              Chapter 6D of the Corporations Act 2001 (Act) establishes the statutory regime applying to fundraising through the offer of securities for issue or sale in Australia. It addresses the circumstances in which a person offering securities for issue or sale must lodge a disclosure document with ASIC and the relevant form, content and procedural requirements applying to those disclosure documents. Chapter 6D also sets out certain prohibited conduct in relation to fundraising activity and outlines the circumstances in and extent to which persons may be liable for defective disclosure documents. Chapter 6D also provides certain statutory remedies for investors.
2.              Part 7.9 of the Act establishes the statutory regime applying to offers of financial products in Australia.
3.              The Instrument contains exemptions from the advertising and publicity restrictions in the Act in relation to offers of securities and financial products. The exemptions:
   1.           facilitate certain market research and roadshows; and
   2.           enable listed bodies (and their officers) to make an announcement to the relevant declared financial market about certain offers or proposed offers by a subsidiary or proposed subsidiary where the announcement is required by law or by the operating rules of the relevant financial market.
4.              The Instrument also modifies section 734 of the Act (which deals with advertising and publicity in relation to offers of securities) to insert a reference to certain electronic forms of media. This modification is consistent with the approach taken in the corresponding provision in section 1018A of the Act in relation to offers of financial products.

1.              The Instrument provides relief, on largely the same terms as ASIC Corporations (Market Research and Roadshows) Instrument 2016/79 which was scheduled to expire under the Legislation Act 2003 on 1 April 2026 (Sunsetting Instrument).

Purpose of the instrument

1.              Section 734 of the Act restricts certain conduct relating to the advertising and/or publicising of an offer of securities for issue or sale that requires a disclosure document. Section 1018A(2) contains similar restrictions relating to product disclosure statements.
2.              The Act recognises—through the provision of certain statutory exceptions—that an absolute prohibition on advertising may impose unreasonable and uncommercial constraints on issuers.
3.              ASIC has provided further exceptions in order to facilitate generally the undertaking of ordinary and commercially necessary preparatory work associated with a proposed offer of financial products (which would otherwise be prohibited) and to obviate any unintended consequences of the advertising restrictions. 
4.              The Instrument provides relief in the circumstances outlined below.

Roadshows

1.          The Instrument provides relief from the operation of the advertising and publicity provisions to allow an issuer to undertake a roadshow (a series of presentations drawing attention to an impending offer of securities for issue or sale) prior to lodgement of the disclosure document with ASIC. The relief operates to allow issuers to disclose certain information about an upcoming offer to Australian Financial Services Licence holders which—without our relief—would breach the advertising prohibitions and impinge on the ability of issuers to undertake ordinary and commercially preparatory work associated with a proposed offer.

Market research

1.          The Instrument provides relief from the operation of the advertising and publicity prohibitions where an issuer, or an independent third party engaged by the issuer, undertakes market research in relation to an upcoming offer prior to lodgement of the disclosure document with ASIC. The relief operates to allow a bona fide market research organisation engaged by the issuer to conduct market research to ascertain the anticipated public demand for an offer, the persons to whom the offer should be marketed and the type and extent of marketing that should be undertaken. Without our relief, such activity would be precluded by operation of the advertising and publicity prohibitions and impinge on the ability of issuers to undertake ordinary and commercially necessary preparatory work associated with a proposed offer.
2.          The relief is extended to market research in relation to offers of financial products under a product disclosure statement.

Offers by subsidiaries

1.          The Instrument provides relief from the operation of the advertising and publicity prohibitions in circumstances where a listed body is required by the relevant market operating rules to make an announcement to the market operator regarding an offer or intended offer of financial products to be made by a subsidiary or proposed subsidiary of the listed body.
2.          Our relief obviates an unintended consequence of the advertising and publicity prohibitions in that—in the circumstances described above—they may preclude an issuer from complying with the operating rules of the declared financial market upon which the securities or financial products are quoted because the market announcement itself may contravene the prohibitions.

Electronic media

1.          Subsections 734(7) and (8) of the Act—amongst other things— provide an exception to the advertising and publicity prohibitions to allow the advertisement or publishing of certain statements related to an offer of securities if they are made in the ordinary course of publishing a newspaper or magazine or broadcasting by radio or television. These Chapter 6D provisions are inconsistent with the analogous exception in s1018A (contained in Chapter 7) which, because it was enacted later than Chapter 6D, explicitly includes advertisements or statements made via electronic media.
2.          The Instrument addresses the inconsistency to include advertisements or statements made via electronic media in the exception to the Chapter 6D advertising and publicity prohibitions.

Consultation

1.          ASIC determined that the relief in the Sunsetting Instrument was operating effectively and efficiently and continues to form a necessary and useful part of the legislative framework.
2.          On 24 November 2025, ASIC published CS 36 Proposed remake of relief for fundraising and mergers and acquisitions (CS 36).
3.          On 24 November 2025, ASIC also published an accompanying news item ASIC proposes to remake relief for fundraising and mergers and acquisitions. 
4.          ASIC brought CS 36 to the attention of its external stakeholders through the Corporate Finance Update published November 2025.
5.          ASIC did not receive any submissions about the Instrument in response to CS 36 (which closed 19 December 2025).

Operation of the instrument

1.          The Instrument commences on the later of:
   1.            the day after it is registered on the Federal Register of Legislation; and
   2.            1 April 2026.
2.          The Instrument, in giving effect to the relief outlined above, comprises three exemptions from and one modification to the Act.

Roadshows

1.          The Instrument exempts bodies from Parts 6D.2 and 6D.3 of the Act for any act by the body (whether or not involving an offer of securities for issue or sale and whether or not involving advertising or the publication of a statement) which directly or indirectly refers, or calls to the attention of, a financial services licensee or their representatives, and no other person, to an intended offer of securities for issue or sale by the body to be made under a disclosure document to be lodged with ASIC.
2.          The exemption only applies if the securities the subject of the offer are intended to be quoted on a declared financial market.

Market research

1.          The Instrument exempts:

1.           a body that intends to offer securities and a market research organisation engaged by the body in relation to that offer; and

1.           a person that intends to make available a financial product or proposed financial product by way of issue or sale and a market research organisation engaged by the person in relation to that intended availability,

from sections 734(2) and 1012C respectively in relation to the publication of certain market research related advertisements or statements, provided certain conditions are satisfied.

1.          The conditions include:

1.           the securities or financial products are or are intended to be quoted on a declared financial market;

1.           the advertisements or statements relate to the intended offer under the disclosure document or PDS (as applicable);

1.           certain requirements are met, to ensure that the market research activity is bona fide, including:

1.             limitations on the information able to be provided to persons by the market research organisation;

1.          a restriction on the disclosure by the market research organisation of the information collected to the body or person (as applicable); and

1.        a limit on the number of advertisements or statements that can be made (to 5,000 in number); and

1.           the market research is undertaken solely for the purpose of ascertaining printing requirements, the persons to whom the offer should be marketed and the type and extent of marketing which should be undertaken.

Offers by subsidiaries

1.          The Instrument exempts a listed body and/or its officers from the operation of subsections 734(2) and 1018A(1) and (2) in relation to the publication of a statement about an offer or intended offer of securities, or financial products, where the offeror is a subsidiary or proposed subsidiary of the listed body, provided:

1.           the statement consists of a notice or report by the listed body, or one of its officers, about its affairs to the relevant market operator; and

1.           the statement contains material which is required by law or by the operating rules of the relevant financial market to be contained in the statement and nothing more.

Electronic media

1.          The Instrument extends, by modification, the scope of the statutory exceptions in subsections 734(7) and (8). These sections—amongst other things— provide an exception to the advertising and publicity prohibitions to allow the advertisement or publishing of certain statements related to an offer of securities if they are made in the ordinary course of publishing a newspaper or magazine or broadcasting by radio or television. The instrument extends the exception to include statements made or published on electronic services (including the internet), rather than only traditional media formats.

Repeal of Sunsetting Instrument

1.          Finally, the Instrument repeals the Sunsetting Instrument (rather than leave it to expire/sunset) to avoid any doubt that it no longer continues in force.

Legislative instrument and primary legislation 

1.          The subject matter and policy implemented by this instrument is more appropriate for a legislative instrument rather than primary legislation because the Instrument contains technical detail which would otherwise introduce unnecessary complexity to the primary legislation.  Further, the Instrument provides administrative relief in circumstances where strict compliance with the primary legislation produces an unintended result or outcomes that would be inconsistent with the intent of the primary law.
2.          It will be a matter for the Government and for Parliament as to whether the Act or Regulations may be amended in future to include the relief in the Instrument.

Duration of the instrument

1.          The Instrument will expire after 5 years.
2.          This allows sufficient time for the Government and for Parliament to determine whether to amend the Act or Regulations to include the relief.

Legislative authority

1.          ASIC makes this Instrument under subsections 741(1) and 1020F(1) of the Act.
2.          Subsection 741(1) provides that ASIC may:
   1.           exempt a person from a provision of Chapter 6D; or
   2.           declare that Chapter 6D applies to a person as if specified provisions were omitted, modified or varied as specified in the declaration.
3.          Subsection 1020F(1) provides that ASIC may:
   1.           exempt a person or class of persons from all or specified provisions of Part 7.9; or
   2.           exempt a financial product or a class of financial products from all or specified provisions of Part 7.9; or
   3.           declare that Part 7.9 applies in relation to a person or a financial product, or a class of persons or financial products, as if specified provisions were omitted, modified or varied as specified in the declaration.
4.          Under subsection 33(3) of the Acts Interpretation Act 1901, where an Act confers a power to make, grant or issue any instrument of a legislative or administrative character (including rules, regulations or by-laws), 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.
5.          This Instrument is disallowable under section 42 of the Legislation Act 2003.

Statement of Compatibility with Human Rights 

1.          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 (Market Research and Roadshows) Instrument 2026/93

Overview

1. This instrument contains exemptions from the advertising and publicity restrictions in the Corporations Act 2001 (Act) in relation to offers of securities and financial products. The exemptions:

(a) facilitate certain market research and roadshows; and

(b) enable listed bodies (and their officers) to make an announcement to the relevant declared financial market about certain offers or proposed offers by a subsidiary or proposed subsidiary where the announcement is required by law or by the operating rules of the relevant financial market.

2. This instrument also modifies section 734 of the Act (which deals with advertising and publicity in relation to offers of securities) to insert a reference to certain electronic forms of media.

Assessment of human rights implications

3. This instrument does not engage any of the applicable rights or freedoms.

Conclusion

4. This instrument 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.