ASIC Class Order [CO 13/1050]

About this compilation

Compilation No. 2

This is a compilation of ASIC Class Order [CO 13/1050] as in force on 26 March 2021. It includes any commenced amendment affecting the legislative instrument to that date.

This compilation was prepared by the Australian Securities and Investments Commission.

The notes at the end of this compilation (the endnotes) include information

about amending instruments and the amendment history of each amended provision.

Australian Securities and Investments Commission
Corporations Act 2001 — Subsection 341(1) — Class Order

Enabling legislation

1. The Australian Securities and Investments Commission makes this instrument under subsection 341(1) of the Corporations Act 2001 (the Act).

Title

2. This instrument is ASIC Class Order [CO 13/1050].

Orders

Relief to enable combination or consolidation of stapled entities

4. A company (the relevant entity), registered scheme (the relevant entity) or disclosing entity (the relevant entity) which is a stapled issuer does not have to comply with:

(a) subsection 292(1) and subsection 314(1) of the Act in relation to a financial year (the relevant year); and

(b) section 302 of the Act in relation to a half-year (the relevant half-year),

to the extent that:

(c) subsection 295(2) or subsection 303(2) or paragraph 314(2)(a) of the Act prevents the inclusion in the financial report (the relevant entity report) or concise report (the relevant entity report) of the relevant entity for the relevant half-year or relevant year of consolidated financial statements or combined financial statements that include the other entities (the other group members) that are stapled issuers in the same stapled group as the relevant entity; and

(d) subsection 296(1) or section 304 of the Act requires the relevant entity to present consolidated financial statements that do not include the other group members.

5. The relief in paragraph 4 is available only where all of the following apply:

(a) one of the following applies:

(i) the relevant entity prepared a financial report under Chapter 2M of the Act for the previous reporting period that contained consolidated financial statements or combined financial statements that included the other group members;

(ii)  since the time that the stapled group included the relevant entity and the other group members, the relevant entity has not prepared a financial report under Chapter 2M of the Act other than the relevant entity report;

(b) the relevant entity report includes consolidated financial statements or combined financial statements (whichever was presented for the previous reporting period if sub-subparagraph 5(a)(i) applies or consolidated financial statements if sub-subparagraph 5(a)(ii) applies) that:

(i) consolidate any entities controlled by the relevant entity in accordance with accounting standard AASB 10 Consolidated Financial Statements other than the other group members;

(ii) consolidate the other group members if consolidated financial statements are included; and

(iii) combine the other group members if combined financial statements are included;

(c) the consolidated or combined financial statements referred to in paragraph 4(c), comply with Chapter 2M of the Act other than by including the other group members;

(d) each of the other group members are required to prepare financial reports for the relevant half-year or relevant year in accordance with Chapter 2M of the Act;

(e)  the relevant entity report discloses whether the financial statements presented in accordance with this instrument are consolidated financial statements or combined financial statements;

(f) the relevant entity report discloses the amounts attributed to non-controlling interests which are attributable to the holders of stapled securities.

Relief for presentation of reports of stapled entities

6. A relevant entity does not have to comply with subsection 292(1), section 302 and 314(1) of the Act in relation to the relevant half-year or relevant year to the extent that subsections 295(2), 303(2) or 314(2) of the Act prevent the inclusion in the relevant entity report of the single entity or consolidated financial statements and directors’ declaration of other group members.

7. The relief in paragraph 6 is available only where all of the following apply:

(a) the relevant entity or one of the other group members relies on the relief in paragraph 4;

(b) all of the other group members are required to prepare financial reports for the relevant half-year or relevant year in accordance with Chapter 2M of the Act;

(c) all of the other group members rely on the relief in paragraph 6 for the relevant half-year or relevant year; 

(d) one of the following applies:

(i) such financial statements of the relevant entity and all other group members (including any single entity financial statements presented where ASIC Corporations (Parent Entity Financial Statements) Instrument 2021/195 is relied on) are presented in adjacent columns in the relevant report;

(ii) financial statements are presented as follows in separate sections of the relevant report:

(A) in the first section—the consolidated financial statements or combined financial statements prepared in accordance with paragraph 4 and, where ASIC Corporations (Parent Entity Financial Statements) Instrument 2021/195 is relied on, the single entity financial statements of the relevant entity; and

(B) in the second section in adjacent columns—all other consolidated financial statements of the relevant entity and all other group members and any single entity financial statements (including those presented where ASIC Corporations (Parent Entity Financial Statements) Instrument 2021/195 is relied on); or

(iii) in the case of a financial report for a half-year or a concise report—one of the sets of financial statements permitted under subparagraphs (i) or (ii) (excluding any single entity financial statement that is not required under the Act and the accounting standard applicable to the report) is presented in adjacent columns in the relevant report where, if the set includes consolidated financial statements covering all of the entities in the stapled group, those financial statements are presented first.

Interpretation

8. In this order:

combine means the method to prepare combined financial statements.

combined financial statements means, in relation to a stapled group, financial statements that aggregate two or more entities that are members of the group, eliminating inter-entity transactions and balances, but without:

(a) identifying an acquirer or one or more acquirees; and

(b) eliminating equity or reserves of the acquirees that existed when the terms on which the securities of the entities were traded on a prescribed financial market first required the securities to be transferred together.

control has the same meaning as in accounting standard AASB 10 Consolidated Financial Statements.

non-controlling interest has the same meaning as in accounting standard AASB 10 Consolidated Financial Statements.

previous reporting period means:

(a) in relation to a relevant year, the half-year forming part of the relevant year; and

(b) in relation to a relevant half-year, the financial year ending immediately before the relevant half-year.

stapled group means the group of entities consisting of:

(a)  a stapled issuer and each other stapled issuer a security of which under the terms on which it is traded on a prescribed financial market must be transferred with a security of the first-mentioned stapled issuer; and

(b) all other entities controlled by the stapled issuers referred to in paragraph (a).

stapled issuer means an entity a security of which under the terms on which it is traded on a prescribed financial market, must be transferred together with a security of one or more other entities.

stapled security means a security of a stapled issuer which under the terms on which it is traded on a prescribed financial market, must be transferred together with a security of one or more other entities.

Notes to ASIC Class Order [CO 13/1050]

Note 1

ASIC Class Order [CO 13/1050] (in force under Subsection 341(1) of the Corporations Act 2001) as shown in this compilation comprises that Class Order amended as indicated in the tables below.

Table of Instruments

Table of Amendments

ad. = added or inserted     am. = amended     LA = Legislation Act 2003    rep. = repealed     rs. = repealed and substituted