Friday June 21 2013

News Source: Global Disclosures

Focus: Takeover and Acquisition

Type: General

Country: Australia




The ASIC has published Regulatory Guide 5, Relevant Interests and substantial holding notices (RG 5), which consolidates and amends previous ASIC guidance on the disclosure of Australia substantial holdings under the Corporations Act 2001.

The new guidance discusses the following:

  • Relevant interests in securities (including interests in a body corporate or managed investment scheme, control, anticipation of performance of agreement or exercise of right or option, and exceptions, including the modified financial accommodation exception and AFS licensees exception)
  • Applying the relevant interest concept – ‘associates’, ‘voting power’ and the definition of a ‘substantial holding’ (including changes on acquisitions within a group so that a subsidiary that acquires securities from its holding company is not taken to have increased its voting power as a result of the acquisition, and changes to the concept of “associate” so that parties to a relevant agreement are not associates merely because the agreement contains a provision giving a party the right to dispose of securities in the designated body or to control the exercise of a power to dispose of the securities.) Provisions in RG 122 on securities lending arrangements have also been modified – a lender’s relevant interest in loaned securities will not be affected by the borrower ceasing to have a relevant interest
  • Options
  • Warrants
  • Escrow arrangements (including escrow arrangements under listing rules – a listed company will not have a relevant interest in securities merely because the company must apply restrictions on the disposal of the securities as part of a listing rule escrow under the listing rules of a prescribed financial market, and voluntary escrow arrangements)
  • Making the substantial holding notices (including the exemption from some of the information requirements for takeover bid acceptances)

As a result of the new guidance, RG 159 has been superceded.

Click on the above link for RG 5.