250312-LI-TSY_47_0757-Mergers-general thresholds.master

This instrument is the Competition and Consumer (Notification of Acquisitions) Determination 2025.

(1) Each provision of this instrument specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.

Commencement information
Column 1	Column 2	Column 3
Provisions	Commencement	Date/Details
1. Part 1 and anything in this instrument not elsewhere covered by this table	The later of: (a) the day after this instrument is registered; and (b) 1 July 2025.
2. Part 2	At the same time as the provisions covered by table item 1.
3. Parts 3 and 5	The later of: (a) the 30th day after this instrument is registered; and (b) 1 January 2026.
4. Parts 6, 7 and 10	At the same time as the provisions covered by table item 1.

Note: This table relates only to the provisions of this instrument as originally made. It will not be amended to deal with any later amendments of this instrument.

(2) Any information in column 3 of the table is not part of this instrument. Information may be inserted in this column, or information in it may be edited, in any published version of this instrument.

1-3 Authority

This instrument is made under the Competition and Consumer Act 2010.

Note 1: Section 51ABP of the Act provides that the Minister may determine the circumstances in which acquisitions are required to be notified to the Commission. The circumstances are to be determined wholly or partly by reference to the acquisitions meeting a specified threshold.

Note 2: Section 51ABQ of the Act provides that the Minister may determine that certain classes of acquisitions are required to be notified to the Commission.

Note 3: Subsection 51ABS(6) of the Act provides that the Minister may determine that a class of acquisitions of shares in the capital of a body corporate is required to be notified to the Commission.

Note 4: A different sunsetting period applies to Part 3 of this instrument than would generally apply under the Legislation Act 2003—see subsection 51ABQ(6) of the Act.

Note 5: The Minister may determine forms for, or the documents that must accompany, a notification or public benefit application (see subsections 51ABY(5) and 51ABZQ(5) of the Act). The Commission may have regard to these requirements when considering whether the notification or application is false, incomplete or misleading (see subsection 51ABY(2), paragraphs 51ABY(4)(a) and (b), subsection 51ABZQ(2) and paragraphs 51ABZQ(4)(a) and (b) of the Act).

Note 6: Subsection 51ABZZI(6) of the Act provides that the Minister may determine that the acquisitions register must include, for each notified acquisition, details of the notification of the acquisition, any other information or documents relating to the operation of the acquisitions provisions, or a time by which such information or documents must be included on the acquisitions register.

Note 7: Subsections 100A(3), 100C(2) and 100D(2) of the Act provide that the Minister may determine requirements in relation to applications to the Tribunal for the review of decisions and determinations.

Note 8: The Minister may determine fees payable in relation to notifications, applications and information that must be provided to the Commission (see sections 7-50 and 7-51 of this instrument).

1-4 Definitions

Note 1: Expressions have the same meaning in this instrument as in the Competition and Consumer Act 2010 as in force from time to time—see paragraph 13(1)(b) of the Legislation Act 2003.

Note 2: The expressions ‘asset’ and ‘acquisition of an asset’ have the meanings affected by section 51ABN of the Competition and Consumer Act 2010.

Note 3: The expression ‘land’ is defined in section 2B of the Acts Interpretation Act 1901.

In this instrument:

ABN has the meaning given by the A New Tax System (Australian Business Number) Act 1999.

accounting standards means:

(a) accounting standards within the meaning given by the Corporations Act 2001; and

(b) international accounting standards made or adopted by the International Accounting Standards Board; and

(c) accounting standards made by a responsible body of a foreign country that correspond to, and are equivalent to, standards covered by paragraph (a) or (b).

ACN has the meaning given by the Corporations Act 2001.

ANZSIC means the Australian and New Zealand Standard Industrial Classification (ANZSIC) 2006 (1292.0) published by the Australian Statistician, as revised and in force on the day this instrument commences.

Note: In 2025, the Australian and New Zealand Standard Industrial Classification 2006 could be viewed at the Australian Bureau of Statistics website (http://www.abs.gov.au).

Australian revenue—see section 1-8.

combined acquirer/target revenue test—see section 1-9.

connected entity has the meaning given by section 1-5.

connected with Australia—see section 1-6.

contract date, in relation to the acquisition of a share or asset, means the date on which a contract, arrangement or understanding has been entered into, pursuant to which the acquisition of the share or asset is to take place.

custodial or depository service has the meaning given by the Corporations Act 2001.

debt interest has the meaning given by the Income Tax Assessment Act 1997.

derivative has the meaning given by the Corporations Act 2001.

equity interest has the meaning given by the Income Tax Assessment Act 1997.

exempt investor means a person who is:

(a) offered securities in circumstances that do not require disclosure under Part 6D.2 of the Corporations Act 2001 because of subsections 708(8) to (12) of that Act; or

(b) offered securities as a wholesale client (as defined in section 761G of that Act).

financial market has the meaning given by the Corporations Act 2001.

GDP implicit price deflator value—see subsection 7-2(1).

income year has the meaning given by the Income Tax Assessment Act 1997.

major supermarket has the meaning given by section 1-7.

residential premises has the same meaning as in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999.

scheme means:

(a) any agreement, arrangement, understanding, promise or undertaking, whether express or implied; or

(b) any scheme, plan, proposal, action, course of action or course of conduct, whether unilateral or otherwise; or

securities has the meaning given by subsection 92(3) of the Corporations Act 2001.

security interest has the meaning given by the Corporations Act 2001.

small acquisition test—see section 1-14.

small business entity has the meaning given by the Income Tax Assessment Act 1997.

supermarket business has the meaning given by section 5 of the Competition and Consumer (Industry Codes—Food and Grocery) Regulations 2024.

the Act means the Competition and Consumer Act 2010.

tier-1 accumulated acquired shares or assets revenue test—see subsection 1‑11(1).

tier-1 acquired shares or assets revenue test—see subsections 1-10(1) and (5).

tier-2 accumulated acquired shares or assets revenue test—see subsection 1‑11(2).

tier-2 acquired shares or assets revenue test—see subsections 1-10(2) and (6).

transaction value test—see section 1-12.

very large corporate group revenue test—see section 1-13.

1-5 Meaning of connected entity

(1) An entity (the first entity) is a connected entity of another entity (the second entity) if the second entity is related to the first entity in a way referred to in section 4A of the Act.

(2) An entity (the first entity) is also a connected entity of another entity (the second entity) if:

(a) the first entity controls (within the meaning of section 50AA of the Corporations Act 2001), either alone, or together with one or more associates (within the meaning of Chapter 6 of the Corporations Act 2001), the second entity; or

(b) the first entity is controlled (within the meaning of section 50AA of the Corporations Act 2001), either alone, or together with one or more associates (within the meaning of Chapter 6 of the Corporations Act 2001), by the second entity; or

(c) the first entity and the second entity are both controlled (within the meaning of section 50AA of the Corporations Act 2001) by another entity.

(3) For the purposes of paragraph (2)(a), disregard subsection 50AA(4) of the Corporations Act 2001 to the extent that one or more of the following apply:

(a) the second entity is a special purpose vehicle;

(b) the second entity has a relevant legal obligation because it is a subsidiary of a body corporate.

Note: Under subsection 50AA(4) of the Corporations Act 2001, the first entity is taken not to control a second entity where the first entity is under a legal obligation to exercise its capacity to influence decisions about the second entity’s financial and operating policies for the benefit of someone other than the first entity’s members.

1-6 Meaning of connected with Australia

For the purposes of this instrument, a share or asset is connected with Australia if:

(a) in relation to a share—the share is in the capital of a body corporate that carries on business in Australia; or

(b) in relation to an asset that is an interest in an entity (other than a share in the capital of a body corporate)—the interest is in an entity that carries on business in Australia; or

1-7 Meaning of major supermarket

Each of the following entities is a major supermarket:

(a) Coles Group Limited (ABN 11 004 089 936);

(b) each connected entity of the entity mentioned in paragraph (a);

(d) each connected entity of the entity mentioned in paragraph (c).

1-8 Meaning of Australian revenue

For the purposes of this instrument, an entity’s Australian revenue, at a time, is so much of the entity’s gross revenue, determined in accordance with accounting standards, for the entity’s most recently ended 12-month financial reporting period, that is attributable to transactions or assets within Australia, or transactions into Australia.

1-9 Combined acquirer/target revenue test

(1) For the purposes of this instrument, an acquisition satisfies the combined acquirer/target revenue test at a time if the sum of all of the following, at that time, is $200 million or more:

(a) the Australian revenue of the principal party to the acquisition;

(b) the Australian revenue of each connected entity of the principal party to the acquisition;

(d) the Australian revenue of each connected entity of the body corporate mentioned in paragraph (c) (other than an entity not being indirectly acquired as a result of the acquisition);

(e) where the acquisition is of an asset—the Australian revenue of the target to the acquisition to the extent that it is attributable to the asset.

Example: For paragraph (e): a principal party acquires one store from a corporation that owns 10 stores; or the bottle manufacturing arm of a bottled drink producer and supplier; or the dog grooming business of a pet supplies corporation. The Australian revenue to be included in the calculation is that part of the Australian revenue of the target as is attributable to the store, bottle manufacturing arm or dog grooming business.

(2) For the purposes of subsection (1), do not include the Australian revenue of any entity mentioned in a paragraph in subsection (1) if the entity’s Australian revenue is included in the Australian revenue of another entity mentioned in a paragraph in subsection (1).

Note: When an entity controls one or more entities, the first entity is generally required to prepare consolidated financial statements. To avoid double counting, the Australian revenue of a controlled entity should not be included in the calculation if the parent entity’s consolidated Australian revenue is also being included.

(3) For the purposes of paragraph (1)(e), to the extent that it is not reasonably practicable to attribute the Australian revenue of a target to an acquisition of an asset, the amount to be included under paragraph (1)(e) is instead 20% of the market value of the asset.

1-10 Acquired shares or assets revenue tests

General case: one corporate group acquires another corporate group (or parts thereof)

(1) For the purposes of this instrument, an acquisition satisfies the tier-1 acquired shares or assets revenue test at a time if the sum of all of the following, at that time, is $50 million or more:

(a) where the acquisition is in shares in a body corporate—the Australian revenue of the body corporate;

(b) the Australian revenue of each connected entity of the body corporate mentioned in paragraph (a) (other than an entity not being indirectly acquired as a result of the acquisition);

(c) where the acquisition is of an asset—the Australian revenue of the target to the acquisition to the extent that it is attributable to the asset.

(2) For the purposes of this instrument, an acquisition satisfies the tier-2 acquired shares or assets revenue test at a time if the sum of all of the following, at that time, is $10 million or more:

(a) where the acquisition is in shares in a body corporate—the Australian revenue of the body corporate;

(b) the Australian revenue of each connected entity of the body corporate mentioned in paragraph (a) (other than an entity not being indirectly acquired as a result of the acquisition);

(c) where the acquisition is of an asset—the Australian revenue of the target to the acquisition to the extent that it is attributable to the asset.

(3) For the purposes of subsections (1) and (2), do not include the Australian revenue of any entity mentioned in a paragraph in subsection (1) or (2) if the entity’s Australian revenue is included in the Australian revenue of another entity mentioned in a paragraph in that subsection.

(4) For the purposes of paragraphs (1)(c) and (2)(c), to the extent that it is not reasonably practicable to attribute the Australian revenue of a target to an acquisition of an asset, the amount to be included under paragraph (1)(c) or (2)(c), as relevant, is instead 20% of the market value of the asset.

Special case: more than 2 parties to the acquisition

(5) For the purposes of this instrument, an acquisition also satisfies the tier-1 acquired shares or assets revenue test if:

(a) there are more than 2 parties to a contract, arrangement or understanding, pursuant to which the acquisition is to take place; and

(b) the contract, arrangement or understanding involves more than one acquisition of shares and assets; and

(6) For the purposes of this instrument, an acquisition also satisfies the tier-2 acquired shares or assets revenue test if:

(a) there are more than 2 parties to a contract, arrangement or understanding, pursuant to which the acquisition is to take place; and

(b) the contract, arrangement or understanding involves more than one acquisition of shares and assets; and

1-11 Accumulated acquired shares or assets revenue tests

Tier-1 accumulated acquired shares or assets revenue test

(1) For the purposes of this instrument, an acquisition satisfies the tier-1 accumulated acquired shares or assets revenue test at a time, if, at that time (the test time):

(a) the acquisition is of shares or assets (the current shares or assets); and

(b) the principal party to the acquisition, or a connected entity of the principal party, acquired other shares or assets (the previous shares or assets) in the 3-year period ending at the test time; and

(c) both the current shares or assets and the previous shares or assets relate, directly or indirectly, to the carrying on of a business that predominantly involves the supply or acquisition of the same goods or services, or goods and services that are substitutable for, or otherwise competitive with, each other (disregarding any geographic factors or limitations); and

(d) the acquisition of the previous shares or assets and the current shares or assets, if treated as a single acquisition, would satisfy the tier-1 acquired shares or assets revenue test.

Tier-2 accumulated acquired shares or assets revenue test

(2) For the purposes of this instrument, an acquisition satisfies the tier-2 accumulated acquired shares or assets revenue test at a time, if, at that time (the test time):

(a) the acquisition is of shares or assets (the current shares or assets); and

(d) the acquisition of the previous shares or assets and the current shares or assets, if treated as a single acquisition, would satisfy the tier-2 acquired shares or assets revenue test.

Certain acquisitions of previous shares or assets are to be disregarded

(3) In determining whether an acquisition satisfies the tier-1 accumulated acquired shares or assets revenue test under subsection (1) or the tier-2 accumulated acquired shares or assets revenue test under subsection (2), disregard the acquisition of a previous share or asset where:

(a) the acquisition of that previous share or asset was a notified acquisition (other than because of, in combination with other provisions of the Act and this instrument, a previous operation of this section and section 2-3); or

(b) the acquisition of that previous share or asset satisfied the small acquisition test at the time it was put into effect; or

Australian revenue of acquisitions of previous shares or assets are to be ascertained as at their respective historical contract dates

(4) In determining whether an acquisition satisfies the tier-1 accumulated acquired shares or assets revenue test under subsection (1) or the tier-2 accumulated acquired shares or assets revenue test under subsection (2), the Australian revenue to be taken into account in applying either test as it relates to the acquisition of a previous share or asset is the Australian revenue calculated by reference to the contract date for that previous acquisition.

1-12 Transaction value test

For the purposes of this instrument, an acquisition satisfies the transaction value test at a time if the greater of the following is $250 million or more:

(a) the sum of the market values of all the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place;

(b) the consideration received or receivable for all of the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place.

1-13 Very large corporate group revenue test

(1) For the purposes of this instrument, an acquisition satisfies the very large corporate group revenue test at a time if the sum of all of the following, at that time, is $500 million or more:

(a) the Australian revenue of the principal party to the acquisition;

(b) the Australian revenue of each connected entity of the principal party to the acquisition.

Special rule: multiple principal parties to the acquisition

(3) If there is more than one principal party to an acquisition, then despite subsection (1), the very large corporate group revenue test is satisfied for the acquisition only if subsection (1) is satisfied for any one of the principal parties.

1-14 Small acquisition test

(1) For the purposes of this instrument, an acquisition satisfies the small acquisition test at a time if the sum of all of the following, at that time, is less than $2 million:

(a) where the acquisition is in shares in a body corporate—the Australian revenue of the body corporate;

(b) the Australian revenue of each connected entity of the body corporate mentioned in paragraph (a) (other than an entity not being indirectly acquired as a result of the acquisition);

(c) where the acquisition is of an asset—the Australian revenue of the target to the acquisition to the extent that it is attributable to the asset.

(3) For the purposes of paragraph (1)(c), to the extent that it is not reasonably practicable to attribute the Australian revenue of a target to an acquisition of an asset, the amount to be included under paragraph (1)(c) is instead 20% of the market value of the asset.

Special case: more than 2 parties to the acquisition

(4) For the purposes of this instrument, an acquisition also satisfies the small acquisition test if:

(a) there are more than 2 parties to a contract, arrangement or understanding, pursuant to which the acquisition is to take place; and

(b) the contract, arrangement or understanding involves more than one acquisition of shares and assets; and

Part 2—Circumstances where acquisitions require notification

Division 1—General circumstances

2-1 Circumstance—acquisitions resulting in large or larger corporate groups

Under subsection 51ABP(1) of the Act, the following circumstances are determined for the purposes of paragraph 51ABO(a) of the Act in relation to an acquisition:

(a) the acquisition is of shares or assets; and

(b) the shares or assets are connected with Australia; and

(d) at least one of the following is met:

(i) the acquisition satisfies the tier-1 acquired shares or assets revenue test on the contract date;

(ii) the acquisition satisfies the transaction value test on the contract date; and

(e) the acquisition is not covered by Division 2 of this Part.

2-2 Circumstance—acquisitions by very large corporate groups

Under subsection 51ABP(1) of the Act, the following circumstances are determined for the purposes of paragraph 51ABO(a) of the Act in relation to an acquisition:

(a) the acquisition is of shares or assets; and

(b) the shares or assets are connected with Australia; and

(d) the acquisition satisfies the tier-2 acquired shares or assets revenue test on the contract date; and

(e) the acquisition is not covered by Division 2 of this Part.

2-3 Circumstance—creeping or serial acquisitions

Under subsection 51ABP(1) of the Act, the following circumstances are determined for the purposes of paragraph 51ABO(a) of the Act in relation to an acquisition:

(a) the acquisition is of shares or assets; and

(b) the shares or assets are connected with Australia; and

(c) the acquisition satisfies either the combined acquirer/target revenue test or very large corporate group revenue test, on the contract date; and

(d) at least one of the following is met:

(i) where the combined acquirer/target revenue test is satisfied—the acquisition satisfies the tier-1 accumulated acquired shares or assets revenue test on the contract date;

(ii) where the very large corporate group revenue test is satisfied—the acquisition satisfies the tier-2 accumulated acquired shares or assets revenue test on the contract date; and

(e) the acquisition does not satisfy the small acquisition test on the contract date; and

(f) the acquisition is not covered by Division 2 of this Part.

Division 2—Exceptions to the general circumstances

2-20 Certain land acquisitions

Acquisition of land for the purpose of developing residential premises or operating a land development or management business

(1) This Division covers an acquisition that has the effect that a person will acquire a legal or equitable interest in land (including vacant and developed land) for any of the following purposes:

(a) developing residential premises;

(b) any purpose of the person in carrying on a business primarily engaged in buying, selling, leasing or developing land, other than a purpose relating to operating a commercial business on the land that is not ancillary or incidental to the primary purpose of buying, selling, leasing or developing the land.

Land entities

(2) This Division covers an acquisition of an interest in an entity (including a share) where:

(a) the entity’s only non-cash asset is a legal or equitable interest in land; and

(b) the entity’s holding of that land is for one or more of the purposes mentioned in a paragraph in subsection (1).

Lease extensions and renewals

(3) This Division also covers an acquisition of a legal or equitable interest in land if the acquisition is an extension or renewal of a lease for the land.

Acquiring a legal interest or further equitable interests in land after an initial equitable interest was previously notified

(4) This Division also covers an acquisition of a legal or equitable interest in land (the subsequent interest) if:

(a) the acquirer previously acquired an equitable interest in the land (the previous interest); and

(b) the acquisition of the previous interest was a notified acquisition; and

(d) the size of the land to which the previous interest and subsequent interest relate are materially the same; and

(e) the proportion of the ownership interest in the land to which the previous interest and subsequent interest relate are the same.

Land development rights

(5) This Division also covers an acquisition that is an interest in land in the form of land development rights, and if those land development rights were an equitable interest in land, the acquisition would be covered by this section.

Sale and leaseback arrangements

(6) This Division also covers an acquisition of a legal or equitable interest in land if the acquisition relates only to a sale and leaseback arrangement relating to the land.

2-21 Liquidation, administration, receivership etc

This Division covers an acquisition by a person in the person’s capacity as an administrator, receiver, receiver and manager or liquidator (all within the meaning of section 9 of the Corporations Act 2001).

2-22 Financial market infrastructure

(1) This Division covers an acquisition of a share or asset by:

(a) an operator of a clearing and settlement facility (within the meaning given by the Corporations Act 2001) as such an operator; and

(b) a participant in a clearing and settlement facility (within the meaning given by the Corporations Act 2001) as such a participant, and where the participant is acting for and on behalf of another person who is a party to the acquisition.

(2) This Division also covers an acquisition of a share or asset under a contract, where the acquisition occurs as a result of one of the following:

(a) the exercise of a right under the contract to close out any transaction relating to the contract;

(b) the exercise of a right of set‑off, or right of combination of accounts, under the contract;

unless:

(c) the acquisition is of a share, or the acquisition is of an asset that is an equity interest, where that acquisition has the effect that a person will begin, or can begin, to control (within the meaning of section 50AA of the Corporations Act 2001 after applying the modifications set out in subsection 51ABS(2) of the Act) an entity that it did not control before the acquisition; or

(d) the acquisition is of an asset, where the acquisition has the effect that a person will, or can, acquire all, or substantially all, of the assets of a business.

Example: A person ‘can begin to control an entity’ where the person acquires the power to exercise an enforceable right in relation to the securities of the entity, or a connected entity of the entity. The enforceable right need not be presently enforceable, it includes a right only enforceable in the future, or only enforceable on the satisfaction of a condition.

Note: How a target has chosen to structure its businesses should be disregarded in assessing whether an acquisition has the effect that a person will, or can, acquire all, or substantially all, of the assets of a business.

2-23 Financial securities

(1) This Division covers an acquisition to which subsection (2), (3), (5), (6) or (7) applies.

Rights issues

(2) This subsection applies to an acquisition that results from an issue of securities that satisfies all of the conditions in item 10 of the table in section 611 of the Corporations Act 2001, as affected by section 615 of that Act.

(3) This subsection applies to an acquisition that results from an issue of securities that would satisfy all of the conditions in item 10 of that table (as affected by section 615) if the following matters were disregarded:

(a) some or all persons who are offered securities as an exempt investor may:

(i) receive the offers before other persons to whom offers are made; or

(ii) be given a period of time to accept the offers which is less than the period of time given to other persons to whom offers are made;

(b) the securities may be issued to a person as an exempt investor before securities are issued to other persons under the offers, provided that under the terms of the offers any such issue to an exempt investor is to occur no earlier than 2 months before the issue of securities to other persons who are not exempt investors;

(i) offerees who are not exempt investors are able to trade rights to be issued securities under the offers on a prescribed financial market until a specified time for acceptances of offers has closed; and

(ii) offerees who are exempt investors are not able to trade rights to be issued securities under the offers.

Note: This subsection reflects the modification of the table in section 611 of the Corporations Act 2001 by section 5 of the ASIC Corporations (Takeovers—Accelerated Rights Issues) Instrument 2015/1069.

(4) Subsections (2) and (3) extend to an acquisition by a person as underwriter to the issue or sub‑underwriter.

Dividend reinvestment etc and underwriting of fundraising

(5) This subsection applies to an acquisition that results from an issue of securities that satisfies all of the conditions in item 11 or 13 of the table in section 611 of the Corporations Act 2001.

Buy-backs

(6) This subsection applies to an acquisition that results from a buy‑back authorised by section 257A of the Corporations Act 2001.

Derivatives

(7) This subsection applies to the acquisition of a derivative or that results from a derivative, other than:

(a) an acquisition of a share, or the acquisition of an asset that is an equity interest, where that acquisition has the effect that a person will begin, or can begin, to control (within the meaning of section 50AA of the Corporations Act 2001 after applying the modifications set out in subsection 51ABS(2) of the Act) an entity that it did not control before the acquisition; or

(b) an acquisition of an asset, where the acquisition has the effect that a person will, or can, acquire all, or substantially all, of the assets of a business.

2-24 Debt instruments, money lending, financial accommodation and security interests

(1) This Division covers an acquisition of a share or asset:

(a) that is a debt instrument; or

(b) that is a debt interest in an entity; or

(d) which is part of a securities financing transaction; or

(e) that is a security interest; or

(f) that is directly connected with an instrument, interest, arrangement or transaction mentioned in paragraph (a), (b), (c), (d) or (e);

other than:

(g) an acquisition of a share, or the acquisition of an asset that is an equity interest, where that acquisition has the effect that a person will begin, or can begin, to control (within the meaning of section 50AA of the Corporations Act 2001 after applying the modifications set out in subsection 51ABS(2) of the Act) an entity that it did not control before the acquisition; or

(h) an acquisition of an asset, where the acquisition has the effect that a person will, or can, acquire all, or substantially all, of the assets of a business.

(2) This Division also covers an acquisition of a share or asset, that is a security interest, by a person if:

(a) the security interest is taken or acquired:

(i) in the ordinary course of the person’s business of the provision of financial accommodation by any means and on ordinary commercial terms; or

(ii) for the benefit of one or more other persons in relation to financial accommodation provided by them in the ordinary course of their business of the provision of financial accommodation by any means and on ordinary commercial terms; and

(b) the person whose property is subject to the security interest is not an associate of any other person mentioned in this section.

2-25 Nominees and other trustees

(1) This Division covers an acquisition of an asset, that is an interest in securities, by a person as a bare trustee if a beneficiary under the trust has a relevant interest in the securities because of a presently enforceable and unconditional right of the kind referred to in subsection 608(8) of the Corporations Act 2001.

Note: This section will often apply to a person who holds securities as a nominee.

(2) This Division covers an acquisition of a share or asset by a provider of a custodial or depository service in the ordinary course of providing such a custodial or depository service.

2-26 Acquisitions that occur by operation of law

This Division covers an acquisition that happens by operation of a law of the Commonwealth, or of a State or Territory.

Note: An acquisition by operation of law happens automatically based on principles set out in a law, without any specific action or agreement by the parties involved.

Example: Matters under succession laws, such as vesting of a deceased person’s property in the executor of their estate, and a testamentary disposition under a will.

Part 3—Classes of acquisitions requiring notification

Division 1—Supermarkets

3-1 Class of acquisitions—supermarket businesses

Under subsection 51ABQ(1) of the Act, an acquisition is in a class of acquisitions determined for the purposes of paragraph 51ABO(b) of the Act, if:

(a) the acquisition is of shares or assets; and

(b) the acquisition will have the effect that an entity, being an entity that is a major supermarket, acquires, in whole or in part, a supermarket business.

Note 1: An acquisition is required to be notified to the Commission if the acquisition is in a class of acquisitions covered by this section.

Note 2: The Act provides that the acquisition provisions apply to the acquisition of units in a unit trust, or an interest in a managed investment scheme, as if the units were shares in the capital of a body corporate (see section 51ABC of the Act).

3-2 Class of acquisitions—land for supermarket businesses

(1) Under subsection 51ABQ(1) of the Act, an acquisition is in a class of acquisitions determined for the purposes of paragraph 51ABO(b) of the Act if:

(a) the acquisition is of shares or assets; and

(b) the acquisition will have the effect that an entity, being an entity that is a major supermarket, acquires a legal or equitable interest in land (in whole or in part); and

(d) the acquisition is not the extension or renewal of a lease for land upon which a commercial business is currently being operated by the entity; and

(e) the acquisition is not the acquisition of a legal or equitable interest in land referred to in subsection 2-20(4) or (6); and

(f) the acquisition does not relate to land upon which a business, other than a supermarket business, is operating or will operate.

Note 1: An acquisition is required to be notified to the Commission if the acquisition is in a class of acquisitions covered by this section.

Note 3: Where a major supermarket enters into an agreement to purchase or lease land and acquires an equitable interest in land, the major supermarket is required to notify the Commission. If the major supermarket then acquires an additional equitable or legal interest in the same land, the major supermarket is not required to notify the Commission—see subsection 2-20(4).

(2) Land meets the size requirements in this subsection if it satisfies one of the following:

(a) for land that has a commercial building upon it (other than a building that is reasonably intended or expected to be demolished)—the gross lettable area of the building is greater than 1,000 square metres;

(b) for land that does not have a commercial building upon it (or has a building upon it that is reasonably intended or expected to be demolished)—the land is greater than 2,000 square metres.

Working out gross lettable area of a building

(3) In working out the gross lettable area of a building for the purposes of this section, the building must be measured:

(a) by someone having suitable professional qualifications or experience to carry out the measurement; and

(b) in accordance with generally accepted industry practices.

Acquisitions of land adjacent to existing holdings of land

(4) Where:

(a) the party to an acquisition has an existing interest in land (the existing land); and

(b) the acquisition will have the effect that the party will acquire land (the new land) that is located directly adjacent to the existing land;

then in determining whether subsection (2) has been satisfied, treat the existing land and the new land as if both were a single parcel of land.

Note: Where multiple lots of land are acquired which are adjacent to the existing land, this subsection applies in relation to the acquisition of each separate lot of land.

3-3 Class of acquisitions not resulting in control that are required to be notified

(1) Under subsection 51ABS(6) of the Act, the class of acquisitions covered by subsection (2) of this section is determined for the purposes of paragraph 51ABS(5)(b) of the Act.

(2) A class of acquisitions is covered by this subsection if:

(a) it is an acquisition of shares in the capital of a body corporate; and

(b) the acquisition has all of the characteristics specified in paragraph 3-1(b) or paragraphs 3-2(1)(b) and (c).

Note: Despite subsection 51ABS(1) of the Act, which provides that some acquisitions that do not result in control are not required to be notified to the Commission, a class of acquisitions covered by this section must be notified to the Commission even where that acquisition does not result in control.

3-4 Sunsetting of this Division

This Division is repealed on the fifth anniversary of the registration of this instrument (as originally made).

Part 5—Acquisitions Register

Division 1—Contents of the register

5-1 Details of notifications

Under paragraph 51ABZZI(6)(a) of the Act, the following details for each notification of an acquisition are determined for paragraph 51ABZZI(1)(a):

(a) the name of each notifying party of, and the target to, the acquisition;

(b) if a notifying party has an ABN—the ABN of the party;

(d) if a notifying party, or the target, does not have an ABN, but does have an ACN, or equivalent or unique identifier—the ACN, or identifier, of the party or target;

(e) a summary of the details of the acquisition;

(f) the class code and title for each notifying party and the target, by reference to ANZSIC;

(g) the effective notification date for the notification;

(h) the end of the determination period for the notification;

(i) if information or a document mentioned in paragraphs (a) to (h) has been withheld or removed under section 5-3—a statement to the effect that information or a document has been withheld or removed under that section.

5-2 Information and documents relating to the acquisitions provisions

(1) Under paragraph 51ABZZI(6)(b) of the Act, the following information and documents, relating to the operation of the acquisitions provisions, are determined for the purposes of subsection 51ABZZI(2):

(a) if a person has applied for a notification waiver in relation to an acquisition—a statement to that effect, a summary of the details of the acquisition and a summary of any decision of the Commission in relation to the application;

(b) any extension of a determination period in respect of a notification of an acquisition and the reasons for the extension;

Example: An extension of the phase 2 determination period.

Example: Phase 1 determination period, phase 2 determination period or public benefit assessment.

(d) if the Commission consults with persons under paragraph 51ABZZD(2)(d) of the Act for the purposes of making the acquisition determination in respect of a notification—a statement that consultation is occurring and the nature of the consultation;

(e) if a notice of competition concerns has been given to a notifying party of an acquisition—a summary of the notice;

(f) if a public benefit assessment has been given to a notifying party of an acquisition—a summary of the public benefit assessment;

(g) if information or a document mentioned in paragraphs (a) to (f) has been withheld or removed under section 5-3—a statement to the effect that information or a document has been withheld or removed under that section.

(2) Under paragraph 51ABZZI(6)(c) of the Act, the following times in relation to information or documents mentioned in subsection (1) of this section are determined for subsection 51ABZZI(5) of the Act:

(a) for information or a document mentioned in paragraph (1)(b)—within 1 business day of the extension notice being given to the notifying party or, if that is not practicable, as soon as practicable after that day;

(b) for information or a document mentioned in paragraph (1)(c)—within 1 business day of any change in the stage of the notification or, if that is not practicable, as soon as practicable after that day;

(c) for information or a document mentioned in paragraph (1)(d)—within 1 business day of the consultation starting and of any change in the status of the consultation or, if that is not practicable, as soon as practicable after that day;

(d) for information or a document mentioned in paragraph (1)(e)—within 1 business day after the notice is given or, if that is not practicable, as soon as practicable after that day;

(e) for information or a document mentioned in paragraph (1)(f)—within 1 business day after the public benefit assessment is given to the notifying party or, if that is not practicable, as soon as practicable after that day;

(f) for a statement mentioned in paragraph (1)(g)—at the same time as the information or document to which the statement relates is included on the acquisitions register.

5-3 Redaction of certain information

For each paragraph in section 5-1 and subsection 5-2(1), the Commission may withhold or remove information or a document if the Commission is reasonably satisfied the information or document:

(a) is commercially sensitive and has the potential to cause detriment to a party to the acquisition or a third party; or

(b) is personal information within the meaning of the Privacy Act 1988; or

(d) is likely to offend a reasonable individual or cause unreasonable harm to an individual; or

(e) could endanger public safety.

Part 6—Forms

Division 1—Determination of forms, information and documents

6-1 Notification of proposed acquisition

(1) Under paragraph 51ABY(5)(a) of the Act, the forms set out in Divisions 2 and 3 of this Part are determined for paragraph 51ABY(4)(a) of the Act, in relation to the notification of a proposed acquisition.

(2) Under paragraph 51ABY(5)(b) of the Act, the information and documents required to accompany the forms, as set out in forms in Divisions 2 and 3 of this Part, are determined for paragraph 51ABY(4)(b) of the Act, in relation to the notification of a proposed acquisition.

6-2 Public benefit application

(1) Under paragraph 51ABZQ(5)(a) of the Act, the form set out in Division 4 of this Part is determined for paragraph 51ABZQ(4)(a) of the Act, in relation to a public benefit application.

(2) Under paragraph 51ABZQ(5)(b) of the Act, the information and documents required to accompany the form, as set out in the form in Division 4 of this Part, are determined for paragraph 51ABZQ(4)(b) of the Act, in relation to a public benefit application.

Division 2—Notification of proposed acquisition: short form

Note: See section 6-1.

AUSTRALIAN GOVERNMENT

AUSTRALIAN COMPETITION AND CONSUMER COMMISSION

NOTIFICATION OF PROPOSED ACQUISITION: SHORT FORM

Note 1: A notifying party must give the Commission enough information to determine that the acquisition may be put into effect or must not be put into effect. In making a determination, the Commission must have regard to the object of the Competition and Consumer Act 2010 and all relevant matters, including the interests of consumers.

Note: 2: A notifying party should consider consulting with the Commission before making a notification to discuss the scope and range of information and documents needed in the context of the particular proposed acquisition to which the notification relates and for guidance about whether the short form or long form is appropriate for the notification of the acquisition.

Note 3: Guidance material is available at https://www.accc.gov.au/.

PARTIES TO THE ACQUISITION

Note: In this form, a reference to a party to the acquisition is a reference to each notifying party of the acquisition, the target of the acquisition, and each connected entity of the notifying party and target.

1. Provide the information in the table below for each party to the acquisition:

	Party	Legal representative (if any)
Name	Party name (including business or trading name, if different): Identifying number, if applicable (e.g. ABN, ACN or equivalent or unique identifier):	Law firm name:
Contact details	Contact person: Phone: Email: Address for service of documents?* [Y/N]	Contact person: Phone: Email: Address for service of documents?* [Y/N]
Role in the acquisition	[Principal party / Target / Other]	N/A
Notifying party	[Y/N]	N/A

* A party may select ‘yes’ in response to either the party’s or the legal representative’s email address. By doing this, the party is agreeing to accept service of documents from the Commission in relation to this matter at the email address specified. If the response is ‘no’ to both options, the party must provide the Commission with an alternative email or other address for service.

DETAILS OF ACQUISITION

2. Provide a non-confidential plain language summary of the acquisition (up to 500 words), including:

(a) a description of the parties, (including their legal and, if different, their business or trading names); and

(b) the class code and title for each of the parties to the acquisition, by reference to ANZSIC; and

(c) a description of the goods or services (including relevant brands) supplied by the parties, focussing on the goods and services most relevant to the acquisition and any vertical relationships or other overlaps between the parties; and

(d) a description of the main industries in which the parties to the acquisition supply those goods and services; and

(e) a description of what will be acquired and the process or transaction structure by which it will occur.

Note: The non-confidential summary may be published on the acquisitions register.

3. Provide the following details in relation to the acquisition:

(a) any further information required to give a complete response to question 2 that could not be provided due to the word limit, or due to the information being confidential;

(b) the type of acquisition (for example, horizontal, vertical or conglomerate);

(d) the consideration received or receivable for all of the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place, in Australian dollars (A$), including its form and amount;

(e) if applicable, the transaction value calculated for the purposes of the transaction value test;

(f) if the acquisition has, or will have, related filings in other foreign countries, details of each country, the related filings and the date notified (if applicable).

Note 1: For paragraph (b)—an acquisition is:

(a) a horizontal acquisition if the parties to the acquisition are suppliers or buyers, or potential suppliers or buyers, of the same or similar goods or services in a market; and

(b) a vertical acquisition if the parties to the acquisition engage, or potentially engage, in activities in relation to goods or services at different functional levels (upstream or downstream) of the same vertical supply chain; and

(c) a conglomerate acquisition if the parties to the acquisition are suppliers or buyers, or potential suppliers or buyers, of adjacent goods or services.

Note 2: For paragraph (f)—if you consent to give a confidentiality waiver in relation to those other countries, provide signed confidentiality waiver document(s).

4. For each of the parties to the acquisition, complete for each of the 3 12-month financial reporting periods before the day this notification is made (in A$), detailing the months covered for each 12‑month period:

Entity

(including relationship to a party)

12-month period (including months and years covered)

Australian revenue

Note 1: If the acquisition is of an asset, state the revenue attributable to the asset.

Note 2: Monetary figures must be stated in A$. If figures are also provided in other currencies, those currencies must be clearly identified.

PAST RELEVANT ACQUISITIONS

5. List any acquisitions put into effect by the parties during the 3 12-month financial reporting periods prior to the date this notification is made, excluding the following:

(a) any acquisition where the consolidated Australian revenue relating to the acquisition is less than A$2 million;

(b) any acquisition of targets which are not, or were not, involved (directly or indirectly) in the supply or acquisition of the same goods or services or goods or services that are substitutable for, or otherwise competitive with, each other (disregarding any geographical factors or limitations);

(c) any acquisitions excluded under Division 2 of Part 2 of the Competition and Consumer (Notification of Acquisitions) Determination 2025.

Party	Entity acquired	Shares or assets acquired	Date acquisition was put into effect	Australian revenue

Note 1: For a period before 1 July 2025, include any transaction that would be an acquisition to which the acquisitions provisions of the Act would apply under section 51ABB of the Act if the Act were in force at that time.

Note 2: Monetary figures must be stated in A$. If figures are also provided in other currencies, those currencies must be clearly identified.

Note 3: If the acquisition is of an asset, state the revenue attributable to the asset.

Note 4: The Australian revenue of acquisitions of previous shares or assets are to be ascertained as at their respective historical contract dates—see subsection 1-11(4) of the Competition and Consumer (Notification of Acquisitions) Determination 2025.

COMPETITIVE EFFECTS OF ACQUISITION

6. For each relevant good or service supplied or potentially supplied by the parties to the acquisition:

(a) describe the good or service and the geographic areas in Australia where it is supplied; and

(b) identify other key suppliers of the good or service in Australia; and

(c) provide a relevant market definition or definitions, for the good or service, together with a statement of the parties’ reasons for identifying those definitions.

Note 1: A good or service is a relevant good or service in relation to an acquisition if the parties to the acquisition:

(a) supply, or potentially supply, goods or services that are the same as, or are substitutable for, the good or service in the same or a similar geographic area; or

(b) supply the good or service at different levels in the supply chain for that good or service; or

(c) supply other goods or services that are not in the same market or in the same supply chain as the good or service but are related in some other way to that good or service.

Example: Goods targeting similar customers or that may be purchased or supplied together.

Note 2: In determining the relevant market definition or definitions, parties should choose the definition or definitions that are most appropriate for the good or service having regard to the definition or definitions where the acquisition is likely to result in the largest market share or largest increment in market share based on the revenue, volume, or capacities of the parties.

Note 3: If the acquisition is an acquisition of vacant land, the relevant market definitions should have regard to the acquirer’s potential use of the land.

7. For each relevant market definition, provide estimated market shares for each party to the acquisition and other key suppliers (calculated by reference to revenue and, if available, volume and capacity) for each of the 3 12-month financial reporting periods prior to the date this notification is made. Provide details on how those estimates were made (including how revenue, volume and capacity were calculated), including any assumptions made. Provide a machine-readable file containing the underlying data used in the calculations.

Market definition

Year

Supplier

Australian revenue (A$)

Revenue (%)

Volume

Market share (by volume) (%)

Capacity

Market share (by capacity)

(%)

Note: Monetary figures must be stated in A$. If figures are also provided in other currencies, those currencies must be clearly identified.

COMPETITOR AND CUSTOMER CONTACTS

8. Provide contact details for the following competitors and customers of each party to the acquisition for each relevant good or service supplied:

(a) the top 5 closest competitors;

(b) the top 5 largest customers based on spend in the last financial year;

Details for each competitor or customer must include, to the extent possible, a specific contact person and full contact details including direct email address (for example, john.smith@xyz.com, not info@xyz.com) and direct telephone number (not a general contact number).

ADDITIONAL INFORMATION

9. Provide the following information:

(a) Identify the subparagraph of paragraph 51ABX(1)(d) of the Act which applies to the notification of the proposed acquisition;

(b) Does the contract, pursuant to which the acquisition is to take place, contain any goodwill protection provisions? [Y/N]

If yes, identify and provide details of the goodwill protection provisions, and describe why they are necessary for the protection of the purchaser in respect of the goodwill of the business.

(c) Do you intend to make a request under paragraph 51ABZZL(1)(d) of the Act for the Commission to apply section 51ABZZL of the Act (surprise hostile takeovers) to the notification, for a confidential review? [Y/N]

If yes, provide the details of the statements to be made under subsection 51ABZZL(2) of the Act.

(d) Is the acquisition, or part of the acquisition, a voluntary transfer of business (within the meaning of the Financial Sector (Transfer and Restructure) Act 1999)? [Y/N]

If yes, provide a copy of the certificate of transfer.

DOCUMENTS REQUIRED

10. Provide final or most recent versions of all transaction documents, such as the sale and purchase agreement, heads of agreement, offer documents, and any other agreements between the parties related to the acquisition, including any supply or other ancillary agreements that are conditional on the acquisition.

11. For each party to the acquisition, provide the most recent audited financial reports and income statements that relate to the supply of the relevant goods or services.

12. Provide an organisation chart or diagram that shows the structure of ownership and control of the parties to the acquisition and related bodies corporate involved in the supply of the relevant goods or services, both before and after the acquisition. Include the full names and any applicable ACN/ABN/equivalent or unique identifiers, director names, and identify the nature of the ownership or control arrangements (for example, 51% or 100% ownership of share capital).

DECLARATION

13. An authorised person of the notifying party of the acquisition must complete the following declaration. If there is more than one notifying party, a separate declaration must be completed for each notifying party.

I declare that, to the best of my knowledge and belief, the information given in response to questions in this form is true, correct and complete, that all estimates are identified as such and are the best estimates based on the underlying facts, that all opinions expressed are genuinely held and that complete copies of documents required by this form have been supplied. I am aware that giving false or misleading information to the Commission is a serious offence and criminal penalties apply.

………………………………
Signature of authorised person

Division 3—Notification of proposed acquisition: long form

Note: See section 6-1.

AUSTRALIAN GOVERNMENT

AUSTRALIAN COMPETITION AND CONSUMER COMMISSION

NOTIFICATION OF PROPOSED ACQUISITION: LONG FORM

Note 3: Guidance material is available at https://www.accc.gov.au/.

PARTIES TO THE ACQUISITION

Note : In this form, a reference to a party to the acquisition is a reference to each notifying party of the acquisition, the target of the acquisition, and each connected entity of the notifying party and target.

1. Provide the information in the table below for each party to the acquisition:

	Party	Legal representative (if any)
Name	Party name (including business or trading name, if different): Identifying number, if applicable (e.g. ABN, ACN or equivalent or unique identifier):	Law firm name:
Contact details	Contact person: Phone: Email: Address for service of documents?* [Y/N]	Contact person: Phone: Email: Address for service of documents?* [Y/N]
Role in the acquisition	[Principal party / Target / Other]	N/A
Notifying party	[Y/N]	N/A