ASIC Corporations (Share and Interest Sale Facilities) Instrument 2018/99

ASIC Corporations (Share and Interest Sale Facilities) Instrument 2018/99

made under subsections 601QA(1), 926A(2) and 1020F(1) of the Corporations Act 2001.

Compilation No. 1

Compilation date: 19/09/2025

Includes amendments: F2025L01119

About this compilation

This compilation

This is a compilation of the ASIC Corporations (Share and Interest Sale Facilities) Instrument 2018/99 that shows the text of the law as amended and in force on 19/09/2025 (the compilation date).

The notes at the end of this compilation (the endnotes) include information about amending laws and the amendment history of provisions of the compiled law.

Uncommenced amendments

The effect of uncommenced amendments is not shown in the text of the compiled law. The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au).

Application, saving and transitional provisions for provisions and amendments

If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes.

Modifications

If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. Any modifications affecting the law are accessible on the Register.

Self‑repealing provisions

If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes.

Contents

Part 1—Preliminary

1 Name of legislative instrument

3 Authority

4 Definitions

Part 2—Exemption

5 Exemptions for sale facility and related purchase facility

6 Conditions

Endnotes

Endnote 1—About the endnotes

Endnote 2—Abbreviation key

Endnote 3—Legislation history

Endnote 4—Amendment history

Part 1—Preliminary

1 Name of legislative instrument

This is the ASIC Corporations (Share and Interest Sale Facilities) Instrument 2018/99.

3 Authority

This instrument is made under subsections 601QA(1), 926A(2) and 1020F(1) of the Act.

4 Definitions

In this instrument:

Act means the Corporations Act 2001.

approved foreign market has the meaning given by section 9 of the Act.

Note: The definition of approved foreign market is notionally inserted by the ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669.

broker means a participant in a licensed market or approved foreign market with whom the issuer has entered arrangements in relation to the operation of the sale facility or related purchase facility.

control transaction means a transaction or proposed transaction that affects the control, or potential control, of:

(a) where the financial products are shares—the issuer; or

(b) where the financial products are issued in a managed investment scheme—the managed investment scheme to which those interests relate.

facility has, for the purposes of the definitions of related purchase facility and sale facility, a meaning affected by section 762C of the Act.  

issuer means the issuer of the financial products that may be issued or disposed of through the sale facility or related purchase facility.

nominated electronic means has the same meaning as in section 9 of the Act as notionally modified or varied by ASIC Corporations (Electronic Disclosure) Instrument 2025/447.

participating holder: see the definitions of related purchase facility and sale facility.

register of members means:

(a) in relation to a company or registered scheme—the register of members required to be set up and maintained under section 168 of the Act; and

(b) in relation to a foreign company—the register of members (however described) required to be kept under the laws of its place of origin.

related purchase facility means a facility made available in conjunction with a sale facility, through which persons (participating holders) who hold financial products in the class of financial products to which the sale facility relates can acquire, by way of transfer, additional financial products in that class.

sale facility means a facility through which persons (participating holders) who hold financial products in a class of financial products and who have elected to participate in the facility can dispose of financial products in that class.

Part 2—Exemption

5 Exemptions for sale facility and related purchase facility

Operation of a sale facility or a related purchase facility

(1) A person (the operator) who operates a sale facility or related purchase facility does not have to comply with subsection 601ED(5) of the Act in relation to the facility.

Provision of financial services in relation to a sale facility or related purchase facility

(2) An operator providing financial services in relation to a sale facility or related purchase facility does not have to comply with::

(a) subsection 911A(1) of the Act for the provision of the following financial services:

(i) dealing in an interest in the facility;

(ii) the provision of general advice in relation to an interest in the facility; and

(b) Divisions 2 to 5 of Part 7.9 of the Act in relation to an interest in the facility; and

(c) where the facility is a sale facility—Division 5A of Part 7.9 in relation to an invitation to participate in the facility. 

Where exemptions apply

(3) The exemptions in subsections (1) and (2) apply where all of the following are satisfied:

(a) the financial products that may be acquired or disposed of through the facility:

(i) are shares, or interests in a managed investment scheme, that are admitted to quotation on a licensed market (the relevant market) or approved foreign market (the relevant market); and

(ii) are issued by the operator or a related body corporate of the operator;

(b) where the facility is a sale facility—under the terms of the facility all of the following apply:

(i) the financial products (the relevant financial products) of participating holders to be disposed of through the facility are pooled;

(ii) a broker disposes of the relevant financial products in the ordinary course of trading on the relevant market;

(iii) each participating holder is paid their proportion of the proceeds of the disposal, net of expenses, as soon as practicable and in any event within eight weeks after the date on which the operator received the participating holder’s election to participate in the facility;

(c) where the facility is a related purchase facility—under the terms of the facility all of the following apply:

(i) the money of the participating holders to be used to acquire financial products through the facility is pooled; 

(ii) a broker acquires the financial products in the ordinary course of trading on the relevant market;

(iii) the broker may deduct expenses of acquiring the financial products from the money referred to in subparagraph (i);

(iv) each participating holder is allocated their proportion of the financial products purchased;

(v) each participating holder has transferred to them the financial products allocated to them within eight weeks after the date on which the operator received the participating holder’s election to participate in the facility;

(vi)  each participating holder may acquire financial products through the facility (aggregated with any other financial products in the same class that were acquired through any previous facility) for consideration totalling no more than $5,000 in any consecutive 12 month period.

6 Conditions

(1) An operator relying on any of the exemptions in subsections 5(1) and 5(2) must do all of the following:

(a) give or send to each holder who has been invited to participate in the facility, a document which complies with subsection (2) of this section, by:

(i) giving the document to the holder personally; or

(ii) sending the document:

(A) by post to the address for the holder in the register of members or an alternative address (if any) nominated by the holder; or

(B) to the fax number or electronic address (if any) nominated by the holder; or

(iii) making the document available to the client by a nominated electronic means; 

(b) take reasonable steps to ensure the facility is not operated during any period where a control transaction has been publicly proposed and has not ended;

(c) take reasonable steps to ensure that, where a related purchase facility is made available in conjunction with a sale facility, a participating holder can participate in either, but not both, of the facilities; 

(d) ensure the facility does not remain open for longer than 12 months.

(2) The document:

(a) must contain all of the following:

 (i) a statement that the facility is open until the expiry date set out in the document;

(ii) information about the minimum and maximum number of financial products a participating holder can sell or purchase through the facility;

(iii) a statement that the market price of financial products is subject to change from time to time;

(iv) information about how to obtain up-to-date information on the market price of the financial products;

(v)  information about any expenses relating to the sale or purchase of financial products that will be paid by participating holders;

(vi) information about:

(A) for a sale facility—how the proceeds of sale for financial products disposed of through the facility will be allocated between participating holders; and 

(B) for a related purchase facility—how the financial products acquired through the facility will be allocated between participating holders;

(vii) information as to whether:

(A) for a sale facility—the amount of money received by a participating holder for a financial product that is disposed of through the facility may be more or less than the actual price that is received by the broker for that financial product; and

(B) for a related purchase facility—the amount of money that is paid by a participating holder for a financial product that is acquired through the facility may be more or less than the actual consideration that is paid by the broker for that financial product;

(viii) information about any other significant characteristics or features of the facility or of the rights and obligations of holders who elect to participate in the facility;

(ix) information about any alternatives that the holder may have to participating in the facility; and

(b)  must be worded and presented in a clear, concise and effective manner; and

(c) may be made up of two or more separate documents that are given at the same time and by the same means.

Exclusion

(3)   An operator cannot rely on this instrument if ASIC has given a notice to the operator (recipient) or a related body corporate (recipient) of the operator, which states the recipient and its related bodies corporate cannot rely on this instrument and ASIC has not withdrawn the notice.

Endnotes

Endnote 1—About the endnotes

The endnotes provide information about this compilation and the compiled law.

The following endnotes are included in every compilation:

Endnote 1—About the endnotes

Endnote 2—Abbreviation key

Endnote 3—Legislation history

Endnote 4—Amendment history

Abbreviation key—Endnote 2

The abbreviation key sets out abbreviations that may be used in the endnotes.

Legislation history and amendment history—Endnotes 3 and 4

Amending laws are annotated in the legislation history and amendment history.

The legislation history in endnote 3 provides information about each law that has amended (or will amend) the compiled law. The information includes commencement details for amending laws and details of any application, saving or transitional provisions that are not included in this compilation.

The amendment history in endnote 4 provides information about amendments at the provision (generally section or equivalent) level. It also includes information about any provision of the compiled law that has been repealed in accordance with a provision of the law.

Misdescribed amendments

A misdescribed amendment is an amendment that does not accurately describe how an amendment is to be made. If, despite the misdescription, the amendment can be given effect as intended, then the misdescribed amendment can be incorporated through an editorial change made under section 15V of the Legislation Act 2003.

If a misdescribed amendment cannot be given effect as intended, the amendment is not incorporated and “(md not incorp)” is added to the amendment history.

Endnote 2—Abbreviation key

Endnote 3—Legislation history

Endnote 4—Amendment history