ASIC Corporations (ASX-listed Schemes On-market Buy-backs) Instrument 2016/1159

made under subsections 601QA(1) and 655A(1) of the Corporations Act 2001.

Compilation No. 1 

Compilation date: 12/09/2025

Includes amendments up to: F2025L01084

About this compilation

This compilation

This is a compilation of the ASIC Corporations (ASX-listed Schemes On-market Buy-backs) Instrument 2016/1159 that shows the text of the law as amended and in force on 12/09/2025 (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. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au). The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. For more information on any uncommenced amendments, see the Register for the compiled law.

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. For more information on any modifications, see the Register for the compiled law.

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If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes.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

5 Requirements for on-market buy-backs

6 Takeovers

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 instrument is ASIC Corporations (ASX-listed Schemes On-market Buy-backs) Instrument 2016/1159.

3 Authority

This instrument is made under subsections 601QA(1) and 655A(1) of the Corporations Act 2001.

4 Definitions

In this instrument:

Act means the Corporations Act 2001.

Part 2—Declaration

5 Requirements for on-market buy-backs

 Chapter 5C of the Act applies to a responsible entity as if Part 5C were modified or varied by, after Part 5C.6, inserting:

 “Part 5C.6A—On-market buy-backs by listed schemes

Division 1—Preliminary

601KF Application of this Part

This Part applies to the purchase of interests in a listed managed investment scheme by the responsible entity of the scheme where the purchase takes place in the ordinary course of trading on the financial market of ASX Limited (ASX) and the purchase price is paid from scheme property. For the purposes of this Part, such a purchase is referred to as a buy-back.

Division 2—Requirements for buy-backs

601KG Constitutional provisions about buy-backs

If the responsible entity of the scheme is to have the power to buy back an interest in the scheme, the power must be specified in the scheme’s constitution.

601KH Procedural requirements for buy-backs

(1) A responsible entity must not buy back an interest in the scheme otherwise than in accordance with the scheme’s constitution and this section.

(2) A responsible entity may buy back an interest if it does not materially prejudice the responsible entity’s ability to pay its creditors in relation to liabilities incurred or acquired by it as responsible entity of the scheme.

(3) A responsible entity that buys back an interest in the scheme:

(a) must only buy the interest:

(i) in the ordinary course of trading on the financial market of ASX; and

(ii) if the buy-back is covered by subsections (5) to (7) or subsection (8); and

Note: A purchase by way of a special or priority crossing, among other types of transactions, is not in the ordinary course of trading.

(b) if it reasonably believes that it complies with the listing rules of the ASX that apply to buy-backs as if:

(i) the scheme were a company included in the official list of the financial market of ASX; and

(ii) interests in the scheme were shares in the company; and

Note: The listing rules of ASX that apply to buy-backs include:

· Listing Rule 3.8A (company making a buy-back), including Appendix 3C: Announcement of buy-back; Appendix 3D: Change relating to buy-back; Appendix 3E: Daily notification; and Appendix 3F: Final notice; and

· Listing Rule 7.29 (pre-condition for an on-market buy-back); and

· Listing Rule 7.33 (purchase price under an on-market buy-back).

(c) must not dispose of the interests it buys back.

(4) Immediately after registration of the transfer to the responsible entity of the interests bought back, the interests are cancelled.

Buy-backs within the 10/12 limit

(5) If the responsible entity proposes to buy back an interest in the scheme within the 10/12 limit, the responsible entity must give a notice to ASX which:

(a) discloses the responsible entity’s intention to buy back interests in the scheme within the 10/12 limit; and

(b) sets out:

(i) the number of interests in the scheme held by the responsible entity and any associate of the responsible entity; and

(ii) the source of funds to pay for any interests bought back.

(6) The responsible entity:

(a) must not buy back an interest for at least 14 days after giving the notice; and

(b) must start buying back interests:

(i) if a date is specified in the notice by which the responsible entity will start to buy back interests—by that date; or

(ii) otherwise—within 2 months of the date of the notice; and

Note: If the responsible entity does not start buying back interests within the period referred to in paragraph (b) but the responsible entity wishes to proceed with the buy-back, it will need to give another notice to ASX in accordance with subsection (5).

(c) must not buy back an interest which would exceed the 10/12 limit except in accordance with subsection (8).

(7) The responsible entity may buy back an interest in the scheme for a period of 12 months from the date of the giving of the notice. If the responsible entity proposes to buy back an interest in the scheme beyond that period it must give ASX a further notice:

(a) disclosing the responsible entity’s intention to continue to buy back interests; and

(b) setting out the matters referred to in paragraph (5)(b).

Each notice extends the period in which the responsible entity may continue to buy back interests in the scheme by 12 months provided it is given to ASX before the expiry of the period covered by the previous notice.

Buy-backs which would exceed the 10/12 limit

(8) If the responsible entity proposes to buy back an interest in the scheme which would exceed the 10/12 limit it must have:

(a) obtained, by resolution at a meeting of members of the scheme in the last 12 months, the approval of members of the terms of the proposed buy-back arrangement; and

(b) included with the notice of meeting a statement setting out all information known to the responsible entity that was material to the decision how to vote on the resolution other than information that it would be unreasonable to require the responsible entity to disclose because it had previously disclosed the information to the scheme’s members.

Interpretation

(9) The 10/12 limit for a responsible entity of a scheme proposing to make a buy-back is 10% of the smallest number, at any time during the last 12 months, of interests in the scheme.

(10) A proposed buy-back would exceed the 10/12 limit if the number of:

(a) interests in the scheme that have been bought back during the last 12 months; and

(b) interests that will be bought back if the proposed buy-back is made;

would exceed the 10/12 limit.

601KI Interaction with other provisions of this Chapter

For the avoidance of doubt, subsection 601GA(4) and Part 5C.6 do not apply to a buy-back under this Part.”.

6 Takeovers

 Chapter 6 of the Act applies to a responsible entity as if the table in section 611 were modified or varied by, after item 19, inserting:

“19AA  An acquisition that results from the responsible entity of a registered scheme buying interests in the scheme in accordance with Part 5C.6A.”.

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