ASIC Corporations (Vital Healthcare Properties Management Limited Employee Share Scheme Disclosure) Instrument 2026/344
I, Leah Sciacca, delegate of the Australian Securities and Investments Commission, make the following notifiable instrument.
Date 1 May 2026
Leah Sciacca
Contents
Part 1—Preliminary 3
1 Name of notifiable instrument....................................3
2 Commencement...............................................3
3 Authority....................................................3
4 Definitions...................................................3
Part 2—Declaration 4
5 Modified definition of ESS interest................................4
Part 3—Repeal 5
6 Repeal.......................................................5
Part 1—Preliminary
1 Name of notifiable instrument
This is the ASIC Corporations (Vital Healthcare Properties Management Limited Employee Share Scheme Disclosure) Instrument 2026/344.
2 Commencement
This instrument commences on the day after it is registered on the Federal Register of Legislation.
Note: The register may be accessed at www.legislation.gov.au.
3 Authority
This instrument is made under subsection 1100ZK(2) of the Corporations Act 2001.
4 Definitions
In this instrument:
Act means the Corporations Act 2001.
Vital ESS interest means any of the following:
(a) an interest in the Vital Healthcare Property Trust;
(b) a unit in an interest mentioned in paragraph (a);
(c) an incentive right granted in relation to, or an option to acquire, an interest mentioned in paragraph (a).
Vital Healthcare Properties Management Limited means Vital Healthcare Properties Management Limited, a company registered in New Zealand under company number 9377339.
Vital Healthcare Property Trust means the Vital Healthcare Property Trust, a unit trust listed on the NZX (also known as New Zealand Stock Exchange) under NZX:VHP.
Part 2—Declaration
5 Modified definition of ESS interest
(1) Division 1A of Part 7.12 of the Act applies in relation to:
(a) Vital Healthcare Properties Management Limited; and
(b) subsidiaries of Vital Healthcare Properties Management Limited as at the date of this instrument;
in relation to the Vital Healthcare Property Trust as if subsection 1100M(2) of the Act were modified or varied by omitting paragraph (a) and substituting:
“(a) either of the following:
(i) a fully paid share in the body corporate;
(ii) an interest in a managed investment scheme that:
(A) is managed by the body corporate or a related body corporate; and
(B) directly or indirectly holds the beneficial interest in all the shares in the body corporate or the related body corporate; and
(C) is listed on the NZX (also known as New Zealand Stock Exchange); or”.
(2) The declaration in subsection (1) applies in relation to an offer for the issue or transfer of Vital ESS interests if the offer would be covered by section 1100P of the Act (to be determined as if the declaration applied).
Part 3—Repeal
6 Repeal
This instrument is repealed at the start of 1 May 2036.
Overview
The ASIC Corporations (Vital Healthcare Properties Management Limited Employee Share Scheme Disclosure) Instrument 2026/344 was introduced to modify the definition of an Employee Share Scheme (ESS) interest under the Corporations Act 2001, specifically for the purposes of Vital Healthcare Properties Management Limited and its subsidiaries. This notifiable instrument was enacted by Leah Sciacca, a delegate of the Australian Securities and Investments Commission, and is made under subsection 1100ZK(2) of the Corporations Act 2001. The primary objective of this instrument is to clarify the application of the ESS disclosure requirements to certain interests held in the Vital Healthcare Property Trust, a unit trust listed on the New Zealand Stock Exchange. By modifying the definition of an ESS interest, the instrument ensures that these interests are appropriately captured under the ESS disclosure regime, thereby maintaining transparency and compliance with corporate governance standards.
Scope and Application
The ASIC Corporations (Vital Healthcare Properties Management Limited Employee Share Scheme Disclosure) Instrument 2026/344 applies to Vital Healthcare Properties Management Limited and its subsidiaries, specifically concerning the disclosure requirements for their Employee Share Scheme (ESS) interests. The instrument modifies the definition of an ESS interest in relation to the Vital Healthcare Property Trust, which is listed on the New Zealand Stock Exchange. This modification affects the disclosure obligations under Division 1A of Part 7.12 of the Corporations Act 2001, by altering the criteria for what constitutes a Vital ESS interest. The changes are designed to ensure that the disclosure requirements are tailored to the specifics of the Vital Healthcare Property Trust, which is managed by the company and its related entities. The instrument is in effect from the day after its registration on the Federal Register of Legislation and will be repealed on 1 May 2036, with no further application beyond that date.
Key Provisions
The ASIC Corporations (Vital Healthcare Properties Management Limited Employee Share Scheme Disclosure) Instrument 2026/344 (hereafter referred to as the "instrument") sets out specific provisions relating to the disclosure requirements for employee share schemes (ESS) for Vital Healthcare Properties Management Limited (VHPML) and its subsidiaries. According to section 1, this instrument is named as such and is set to commence the day after its registration on the Federal Register of Legislation (section 2). It is authorised under subsection 1100ZK(2) of the Corporations Act 2001 (section 3). Definitions provided in the instrument clarify terms such as "Vital ESS interest," which includes interests in the Vital Healthcare Property Trust, units in such interests, and incentive rights or options to acquire these interests (section 4).
The obligations under this instrument primarily involve modifying the definition of ESS interests in relation to VHPML and its subsidiaries. Section 5 modifies Division 1A of Part 7.12 of the Corporations Act 2001 to apply to VHPML and its subsidiaries concerning the Vital Healthcare Property Trust. This modification specifies that the definition of ESS interest will include fully paid shares in the corporate body or interests in a managed investment scheme managed by the corporate body or a related body corporate, provided the scheme holds beneficial interests in the shares of the corporate body or the related body corporate and is listed on the NZX. This modified definition applies to offers for the issue or transfer of Vital ESS interests that would be covered by section 1100P of the Corporations Act 2001 (section 5).
There are no specific offences, penalties, or consequences detailed within the text of this instrument. However, non-compliance with the Corporations Act 2001, which this instrument modifies, could result in various civil or criminal penalties, depending on the nature and severity of the breach. The penalties for breaches of the Corporations Act 2001 can range from fines to imprisonment, with maximum penalties varying based on the specific provision violated. For example, significant fines and imprisonment terms can apply for breaches related to disclosure requirements, depending on the circumstances and the impact of the non-compliance.