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Explanatory Statement

 

 

ASIC Corporations (Amendment) Instrument 2024/664

This is the Explanatory Statement for ASIC Corporations (Amendment) Instrument 2024/664.

The Explanatory Statement is approved by the Australian Securities and Investments Commission (ASIC).

Summary

1. ASIC Corporations (Amendment) Instrument 2024/664 (the Instrument) amends paragraph 5(g) of ASIC Corporations (Replacement Bidder’s and Target’s Statements) Instrument 2023/688 (ASIC Instrument 2023/688). This change is made to give effect to the original intent of the relevant instruments.

Purpose of the Instrument

2. The Instrument amends item 14 of s635(1) in ASIC Instrument 2023/688 to clarify that the bidder must make offers for the securities under the bid through the relevant financial market, on the next day after the date referred to in item 13.

Consultation

3. On 30 November 2022, ASIC released Consultation Paper 365 (CP 365) seeking feedback on proposals to remake nine class orders relating to takeovers, compulsory acquisitions and relevant interests (including [CO 12/1209], [CO 13/519], [CO 13/520], [CO 13/521], [CO 13/522], [CO 13/524], [CO 13/525], [CO 13/526], and [CO 13/528]). The consultation period closed on 23 January 2023 and ASIC took submissions to CP 365 into account in remaking the relevant class orders. Details of the submissions received are contained in REP 773 Response to submissions on CP 365 which is available on ASIC’s website at www.asic.gov.au. No further consultation was required in respect of the Instrument because it gives effect to the policy intent of ASIC Instrument 2023/688 as originally made.

Operation of the Instrument

4. The Instrument amends ASIC Instrument 2023/688.

Legislative instrument and primary legislation

5. The subject matter and policy implemented by the Instrument is more appropriate for a legislative instrument rather than primary legislation because it provides administrative relief in circumstances where strict compliance with the primary legislation produces an unintended or unforeseen result.

Duration of the Instrument

6. The amendments made by the Instrument will cease to have effect on expiry of ASIC Instrument 2023/688.

Legislative authority

7. The Instrument is made under subsection 655A(1) Corporations Act 2001.

8. Under subsection 33(3) of the Acts Interpretation Act 1901, where an Act confers a power to make any instrument, the power is to be construed as including a power exercisable in the like manner and subject to the like conditions (if any) to amend any such instrument.

9. As a legislative instrument, the Instrument is disallowable under section 42 of the Legislation Act 2003.

Statement of Compatibility with Human Rights

10. The Explanatory Statement for a disallowable legislative instrument must contain a Statement of Compatibility with Human Rights under subsection 9(1) of the Human Rights (Parliamentary Scrutiny) Act 2011. A Statement of Compatibility with Human Rights is in the Attachment.


Attachment

Statement of Compatibility with Human Rights

 

This Statement of Compatibility with Human Rights is prepared in accordance with Part 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.

ASIC Corporations (Amendment) Instrument 2024/664

Overview

1. ASIC Corporations (Amendment) Instrument 2024/664 (the Instrument) amends item 14 of s635(1) in ASIC Instrument 2023/688 to clarify that the bidder must make offers for the securities under the bid through the relevant financial market, on the next day after the date referred to in item 13.

Assessment of human rights implications

2. The Instrument does not engage any of the applicable rights or freedoms.

Conclusion

3. The Instrument is compatible with the human rights and freedoms recognised or declared in the international instruments listed in section 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.