ASIC provides relief for companies planning an initial public offeringAugust 27, 2020

Following public consultation, ASIC has issued regulatory relief to help reduce red tape for companies undertaking an initial public offer (IPO).

ASIC Commissioner, Cathie Armour, said, ‘Given the significant costs involved in undertaking an IPO, our new legislative relief will help reduce the regulatory costs for companies considering going public, while upholding an orderly and transparent market’.

ASIC Corporations (Amendment) Instrument 2020/721 amends ASIC Class Order [CO 13/520] to facilitate voluntary escrow arrangements under an IPO so that the relevant interests of an issuer, professional underwriter or lead manager arising from the escrow agreement is disregarded for the purposes of the takeover provisions, but not the substantial holding provisions, in the Corporations Act 2001.

ASIC Corporations (IPO Communications) Instrument 2020/722 facilitates non-promotional communications to security holders and employees of a company proposing to undertake an IPO prior to lodging a disclosure document with ASIC.

The relief is provided subject to the issuers meeting certain requirements and conditions of the relief.

Alongside the relief, ASIC has updated its guidance in Regulatory Guide 5 Relevant Interests and Substantial Holding Notices in relation to voluntary escrow arrangements and Regulatory Guide 254 Offering securities under a disclosure document in relation to advertising and publicity for offers of securities that require a disclosure document. These regulatory guides provide guidance on the circumstances under which an issuer may rely upon ASIC’s relief. ASIC will continue to consider individual relief applications in relation to voluntary escrow arrangements and pre-prospectus communications for those situations outside of the legislative relief.

Report 667 Response to submissions on CP 328 Initial public offers: Relief for voluntary escrow arrangements and pre-prospectus communications to security holders and employees (REP 667) has also been published today, which highlights key issues arising from the submissions.

Background

The relief and updated guidance follows ASIC’s public consultation in February 2020 under CP 328 Initial public offers: Relief for voluntary escrow arrangements and pre-prospectus communications (CP 328). CP 328 set out ASIC’s proposal to grant legislative relief for voluntary escrow arrangements and pre-prospectus communications to security holders and employees.

ASIC received four non-confidential submissions in response to CP 328. Most of the submissions received were generally supportive of ASIC’s proposal in CP 328 but raised issues or provided detailed comments about some of the specific requirements and conditions of the proposed relief.  ASIC’s consideration of these submissions is detailed in REP 667.

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