This instrument is the Competition and Consumer (Notification of Acquisitions) Amendment (2025 Measures No. 1) 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. Sections 1 to 4 and anything in this instrument not elsewhere covered by this table	The day after this instrument is registered.
2. Schedules 1, 2 and 3	The later of: (a) the day after this instrument is registered; and (b) 1 January 2026.
3. Schedule 4	At the same time as Parts 1 and 2 of Schedule 1 to the Environment Protection Reform Act 2025 commence (disregarding items 116A and 571 of Schedule 1 to that Act).

Note: This table relates only to the provisions of this instrument as originally made.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.

3 Authority

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

4 Schedules

Each instrument that is specified in a Schedule to this instrument is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this instrument has effect according to its terms.

Schedule 1—Amendments relating to acquisitions requiring notification

Competition and Consumer (Notification of Acquisitions) Determination 2025

1 Section 1-4

Insert:

approved stock exchange has the meaning given by the Income Tax Assessment Act 1997.

arm’s length has the same meaning as in the Income Tax Assessment Act 1997.

body regulated by APRA has the meaning given by the Australian Prudential Regulation Authority Act 1998.

2 Section 1-4 (definition of derivative)

Repeal the definition, substitute:

derivative means any of the following:

(a) the meaning given by the Corporations Act 2001;

(b) the meaning that would be given by the Corporations Act 2001 if paragraph 761D(3)(a) of that Act did not apply in relation to a derivative covered by subparagraph 761D(1)(c)(iv) of that Act.

Note: Subparagraph 761D(1)(c)(iv) of the Corporations Act 2001 relates to commodities derivatives.

3 Section 1-4

Insert:

foreign exchange contract has the meaning given by the Corporations Act 2001.

loan includes:

(a) an advance of money; and

(b) a provision of credit or any other form of financial accommodation; and

(c) a payment of an amount for, on account of, on behalf of or at the request of, an entity, if there is an express or implied obligation to repay the amount; and

(d) a transaction (whatever its terms or form) which in substance effects a loan of money.

minority shareholder protection rights means a bundle of rights that meet all of the following:

(a) the rights are consistent with the rights that are normally accorded to minority shareholders in order to protect their financial interests as investors; and

(b) the rights are reasonably appropriate and adapted to achieving the purpose of protecting a minority shareholder’s financial interests, in their capacity as an investor, and not for some other purpose; and

(i) the capacity to control or practically influence (whether alone or in concert with others) the composition of a company’s board;

(ii) the capacity to control, practically influence or prevent (whether alone or in concert with others) the appointment or termination of senior managers of a company;

(iii) the capacity to control or practically influence (whether alone or in concert with others) decisions about a company’s financial and operating policies.

Example: Rights normally accorded to minority shareholders under paragraph (a) include those which relate to protections from changes to a company’s constitution or capital, or the liquidation, sale or winding up of the company. Other rights covered by paragraph (a) may include access to information consistent with a minority shareholder's investment, and board representation or observer rights.

prudential standards means the prudential standards determined by the Australian Prudential Regulation Authority and in force under a prudential regulation framework law (within the meaning of the Australian Prudential Regulation Authority Act 1998).

quasi-land right means any of the following:

(a) a mining, quarrying or prospecting right (within the meaning of the Income Tax Assessment Act 1997);

(b) a water entitlement (within the meaning of the Income Tax Assessment Act 1997);

(c) a right in relation to land for forestry operations (within the meaning of subsection 40(2) of the Environment Protection and Biodiversity Conservation Act 1999).

4 Section 1-4 (definition of security interest)

Repeal the definition, substitute:

security interest means any of the following:

(a) the meaning given by the Personal Property Securities Act 2009;

(b) a charge (within the meaning of the Corporations Act 2001), lien or pledge;

5 Section 1-4

Insert:

superannuation entity has the meaning given by the Superannuation Industry (Supervision) Act 1993.

tier-1 transaction value test—see subsection 1-12(1).

tier-2 transaction value test—see subsection 1-12(2).

tier-3 transaction value test—see subsection 1-12(3).

6 Section 1-4 (definition of transaction value test)

Repeal the definition.

7 At the end of section 1-5

Add:

Entities with minority shareholder protection rights not to be considered associates just because they hold those rights

(4) For the purposes of paragraphs (2)(a) and (b), an entity (the first entity) is not to be taken to be an associate in relation to another entity (the second entity) if:

(a) the second entity is not a Chapter 6 entity; and

(b) the first entity and second entity have, or propose to enter into, a relevant agreement (within the meaning of the Corporations Act 2001); and

(c) the only reason the first entity would, apart from this subsection, be taken to be an associate of the second entity is because the relevant agreement has provided, or will provide, the first entity with rights that are minority shareholder protection rights.

8 Paragraph 1-9(1)(e)

Repeal the paragraph, substitute:

(e) where the acquisition is of an asset and the acquisition has the effect that a person will, or can, acquire all, or substantially all, of the assets of a business—the Australian revenue of the target to the acquisition to the extent that it is attributable to the business.

9 Subsection 1-9(3)

Repeal the subsection.

10 Paragraph 1-10(1)(c)

Repeal the paragraph, substitute:

(c) where the acquisition is of an asset and the acquisition has the effect that a person will, or can, acquire all, or substantially all, of the assets of a business—the Australian revenue of the target to the acquisition to the extent that it is attributable to the business.

11 Paragraph 1-10(2)(c)

Repeal the paragraph, substitute:

12 Subsection 1-10(4)

Repeal the subsection.

13 Subsection 1-11(3)

Omit “where”, substitute “where the acquisition of the previous share or asset”.

14 Paragraph 1-11(3)(a)

Omit “the acquisition of that previous share or asset”.

15 Paragraph 1-11(3)(b)

Omit “the acquisition of that previous share or asset”.

16 Paragraph 1-11(3)(c)

Omit “the acquisition of the previous share or asset”.

17 After paragraph 1-11(3)(c)

Insert:

; or (d) was in the shares of a body corporate and at the test time neither the principal party to the acquisition, nor a connected entity of the principal party, has begun 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) the body corporate; or

(e) was of assets (other than shares) and at the test time neither the principal party to the acquisition, nor a connected entity of the principal party, continues to hold an interest in those assets.

18 Section 1-12

Repeal the section, substitute:

1-12 Transaction value tests

Tier-1 transaction value test

(1) For the purposes of this instrument, an acquisition satisfies the tier-1 transaction value test at a time if the greater of the following is, at that time, $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.

Tier-2 transaction value test

(2) For the purposes of this instrument, an acquisition satisfies the tier-2 transaction value test at a time if the greater of the following is, at that time, $200 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.

Tier-3 transaction value test

(3) For the purposes of this instrument, an acquisition satisfies the tier-3 transaction value test at a time if the greater of the following is, at that time, $50 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.

19 Paragraph 1-14(1)(c)

Repeal the paragraph, substitute:

(d) where the acquisition is of an asset and the acquisition does not have the effect that a person will, or can, acquire all, or substantially all, of the assets of a business—the market value of the asset.

20 Subsection 1-14(3)

Repeal the subsection.

21 Section 2-1

Omit “paragraph 51ABO(a)”, substitute “subparagraph 51ABO(b)(i)”.

22 Subparagraph 2-1(d)(ii)

Omit “transaction value test”, substitute “tier-1 transaction value test”.

23 Subparagraph 2-1(d)(ii)

Omit “; and”, substitute “.”.

24 Paragraph 2-1(e)

Repeal the paragraph.

25 At the end of section 2-1

Add:

Note: Even where an acquisition falls within the circumstances set out in this section, an acquisition covered by Division 2 of this Part is not required to be notified.

26 Section 2-2

Omit “paragraph 51ABO(a)”, substitute “subparagraph 51ABO(b)(i)”.

27 Paragraph 2-2(d)

Omit “; and”, substitute “.”.

28 Paragraph 2-2(e)

Repeal the paragraph.

29 At the end of section 2-2

Add:

Note: Even where an acquisition falls within the circumstances set out in this section, an acquisition covered by Division 2 of this Part is not required to be notified.

30 Section 2-3

Omit “paragraph 51ABO(a)”, substitute “subparagraph 51ABO(b)(i)”.

31 Paragraph 2-3(e)

Omit “; and”, substitute “.”.

32 Paragraph 2-3(f)

Repeal the paragraph.

33 At the end of section 2-3

Add:

Note: Even where an acquisition falls within the circumstances set out in this section, an acquisition covered by Division 2 of this Part is not required to be notified.

34 After section 2-3

Insert:

2-4 Circumstance—asset acquisitions (other than acquisitions of all or substantially all of the assets of a business)

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

(a) the acquisition is of assets (other than shares); and

(b) the acquisition does not have the effect that a person will, or can, acquire all, or substantially all, of the assets of a business; and

(d) the acquisition satisfies the combined acquirer/target revenue test on the contract date; and

(e) the acquisition satisfies the tier-2 transaction value test on the contract date.

Note: Even where an acquisition falls within the circumstances set out in this subsection, an acquisition covered by Division 2 of this Part is not required to be notified.

(2) Under subsection 51ABP(1) of the Act, the following circumstances are also determined for the purposes of subparagraph 51ABO(b)(i) of the Act in relation to an acquisition:

(a) the acquisition is of assets (other than shares); and

(b) the acquisition does not have the effect that a person will, or can, acquire all, or substantially all, of the assets of a business; and

(d) the acquisition satisfies the very large corporate group revenue test on the contract date; and

(e) the acquisition satisfies the tier-3 transaction value test on the contract date.

Note: Even where an acquisition falls within the circumstances set out in this subsection, an acquisition covered by Division 2 of this Part is not required to be notified.

35 Before section 2-20

Insert:

2-19 Circumstances in which acquisitions are not required to be notified

Under section 51ABRA of the Act, an acquisition covered by this Division is an acquisition that occurs in circumstances that are determined for the purposes of subparagraph 51ABO(c)(i) of the Act unless the acquisition falls within a class of acquisition covered by Division 1 of Part 3 of this instrument.

Note: An acquisition that occurs in circumstances determined for the purposes of subparagraph 51ABO(c)(i) of the Act is not required to be notified.

36 Section 2-20 (heading)

Omit “land”, substitute “land and quasi-land”.

37 Section 2-20 (after the heading)

Insert:

Acquisition of land in the ordinary course of business

(1A) This Division covers an acquisition that has the effect that a person will acquire a legal or equitable interest in land if the acquisition is undertaken in the ordinary course of business.

38 Subsection 2-20(1)

Omit “covers”, substitute “covers, to the extent not already covered by subsection (1A),”.

39 Subsection 2-20(2)

Omit “covers”, substitute “also covers”.

40 Paragraph 2-20(2)(a)

Repeal the paragraph, substitute:

(a) the entity’s only non-cash asset is:

(i) a legal or equitable interest in land; and

(ii) if the entity has an interest in a special purpose vehicle—the interest in the special purpose vehicle, if the special purpose vehicle is established and maintained for the purpose of financing a project relating to land owned by the entity (or a connected entity of the entity) for one or more of the purposes mentioned in a paragraph in subsection (1); and

41 Paragraph 2-20(4)(b)

Repeal the paragraph, substitute:

(b) the acquisition of the previous interest was either:

(i) a notified acquisition; or

(ii) not required to be notified because the Commission made a determination under paragraph 51ABV(1)(a) of the Act (about waivers); and

42 At the end of section 2-20

Add:

Acquiring a legal interest or further equitable interest in certain quasi-land rights where initial equitable interest was previously notified

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

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

(b) the acquisition of the previous interest was either:

(i) a notified acquisition; or

(ii) not required to be notified because the Commission made a determination under paragraph 51ABV(1)(a) of the Act (about waivers); and

(d) the entitlements to which the previous interest and subsequent interest relate are materially the same; and

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

43 Section 2-21

Repeal the section, substitute:

2-21 External administration etc

This Division covers an acquisition by a person in the ordinary course of performing one or more of the roles or positions mentioned in an item of the following table within the meaning of the provision set out in the item:

Item	Role or position	Provision
1	acting responsible entity	section 100-30 of the Australian Charities and Not-for-profits Commission Act 2012
2	Banking Act statutory manager	section 5 of the Banking Act 1959
3	external administrator	paragraph (b) of the definition in section 9 of the Corporations Act 2001
4	statutory manager	section 9 of the Corporations Act 2001
5	Insurance Act statutory manager	subsection 3(1) of the Insurance Act 1973
6	judicial manager	subsection 3(1) of the Insurance Act 1973
7	judicial manager	subsection 163(1) of the Life Insurance Act 1995
8	Life Insurance Act statutory manager	subsection 179AA(8) of the Life Insurance Act 1995
9	external manager	subsection 4(1) of the Private Health Insurance (Prudential Supervision) Act 2015
10	acting trustee	subsections 134(1) and (2) of the Superannuation Industry (Supervision) Act 1993
11	acting trustee	subsections 426-130(1) and (2) in Schedule 1 to the Taxation Administration Act 1953
12	a role equivalent to a role referred to in another item in this table	a law of the Commonwealth, or of a State or Territory

44 Subsection 2-22(2)

Repeal the subsection (including the example and note), substitute:

(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.

45 Subsection 2-23(1)

Omit “or (7)”, substitute “, (7) or (8)”.

46 Subsection 2-23(7)

Repeal the subsection (including the heading, example and note), substitute:

Derivatives

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

47 At the end of section 2-23

Add:

Foreign exchange contracts

(8) This subsection applies to an acquisition under a foreign exchange contract.

48 Section 2-24

Repeal the section (not including the heading), substitute:

(1) Subject to subsection (2), this Division covers an acquisition of a share or asset:

(a) that is a debt instrument (whether or not contingent or conditional on one or more matters being met or future events occurring); or

(b) that is a loan; or

(d) which is part of an asset securitisation arrangement; or

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

(f) that is directly connected with, or occurs as a result of, an instrument, loan, interest, arrangement or transaction mentioned in paragraph (a), (b), (c), (d) or (e).

Example: Paragraph (a) includes both contingent and non-contingent debt instruments, and in relation to contingent debt instruments includes letters of credit, bank guarantees, and surety bonds.

(2) Subsection (1) does not cover an acquisition of a share or asset covered by a paragraph in subsection (1) (other than paragraph (1)(d), or (1)(f) to the extent it relates to paragraph (1)(d)) where the 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.

(3) This Division also covers an acquisition of a share or asset by a person if:

(a) the share or asset is taken or acquired as a security interest; or

(b) the share or asset is directly connected with the taking or acquiring by the person of a security interest, but does not relate to enforcement of a security interest; or

(c) the acquisition of the share or asset is a direct result of the enforcement of a security interest, and the acquisition is:

(i) in the ordinary course of the person’s business of providing financial accommodation by any means, and all parties to the acquisition were dealing with one another at arm’s length; 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 providing financial accommodation by any means, and all parties to the acquisition were dealing with one another at arm’s length.

(4) This Division also covers an acquisition of an asset (other than a share) by a person if:

(a) the acquisition occurs in the ordinary course of the person’s business of the provision of financial accommodation by any means; and

(b) all the parties to the acquisition were dealing with one another at arm’s length; and

(c) the asset is being acquired for the purpose of being later acquired by another person by way of a lease or hire purchase agreement.

49 At the end of section 2-25

Add:

(3) This Division also covers an acquisition of a share or asset by a nominee if:

(a) the acquisition occurs as result of the conversion of a capital instrument; and

(b) the capital instrument was issued by a body regulated by APRA (or a holding company or subsidiary of the body); and

(c) the capital instrument is or was eligible for inclusion in the regulatory capital (within the meaning of the prudential standards) of the body; and

(d) the conversion of the capital instrument occurs as a result of:

(i) a non-viability event (within meaning of the prudential standards); or

(ii) a loss absorption event (within meaning of the prudential standards); or

(iii) another event under which the prudential standards permit the conversion of the instrument; and

(e) the acquisition occurs in accordance with, and as permitted by, the prudential standards (including as given effect by the terms of the capital instrument).

50 At the end of Part 2

Add:

2-27 Acquisitions by superannuation entities

Transfer of members’ benefits between superannuation entities

(1) This Division covers an acquisition of a share or asset by a person in the person’s capacity as a trustee of a superannuation entity from another person in that person’s capacity as a trustee of another superannuation entity if the acquisition relates to the transfer of the benefits of one or more members (within the meaning of the Superannuation Industry (Supervision) Act 1993) of a superannuation entity from one superannuation entity to another superannuation entity.

Change of trustee

(2) This Division also covers an acquisition of a share or asset by a person in the person’s capacity as a trustee of a superannuation entity, if the person is acquiring the share or asset as a direct result of being appointed as trustee of the superannuation entity and the share or asset being acquired is from a person who is a trustee or was a trustee of the superannuation entity.

51 Section 3-1

Omit “paragraph 51ABO(b)”, substitute “subparagraph 51ABO(b)(ii)”.

52 Section 3-2

Omit “paragraph 51ABO(b)”, substitute “subparagraph 51ABO(b)(ii)”.

53 At the end of Part 3

Add:

Division 2—Certain classes of acquisition that do not result in control still required to be notified

Note 1: Under subsection 51ABS(1) of the Act, an acquisition by a person of shares in a body corporate is not required to be notified if immediately after the acquisition is put into effect the person does not control the body corporate, or the person controlled the body corporate before the acquisition was put into effect. However, subsection 51ABS(1) does not apply to an acquisition that is in a determined class of acquisition. This Division sets out those determined classes of acquisition.

Note 2: Certain acquisitions in the capital of a body corporate that is a Chapter 6 entity are not required to be notified—see section 51ABT of the Act.

3-20 Application of this Division

For the purposes of this Division, and for the avoidance of doubt, an acquisition only falls within a class of acquisitions determined by a section of this Division if that acquisition would otherwise be required to be notified but for the operation of subsection 51ABS(1) of the Act.

3-21 Voting power moves from 20% or below to more than 20%—unlisted bodies corporate not widely‑held

(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 body corporate is not:

(i) a Chapter 6 entity; or

(ii) listed for quotation in the official list of an approved stock exchange; and

(c) the acquisition results in someone’s voting power (within the meaning of the Corporations Act 2001) in the body corporate increasing from 20% or below to more than 20%.

(3) In calculating someone’s voting power for the purposes of paragraph (2)(c), disregard the votes of an entity that is taken not to be an associate of that person under subsection 1-5(4).

Note: Someone’s voting power (within the meaning of the Corporations Act 2001) includes both their voting power and the voting power of their associates. This subsection has the effect of disregarding the votes of entities who are considered associates only because they have entered into, or have proposed to enter into, an agreement with the person for minority shareholder protection rights.

3-22 Voting power increases from 20% to 50% to 50% or more—all bodies corporate

(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 results in someone’s voting power (within the meaning of the Corporations Act 2001) in the body corporate increasing:

(i) from a starting point that is 20% or more, but 50% or less; and

(ii) to an end point that is 50% or more.

(3) In calculating someone’s voting power for the purposes of paragraph (2)(b), disregard the votes of an entity that is taken not to be an associate of that person under subsection 1‑5(4).

3-23 Voting power moves from 20% or below to more than 20%—already controlled widely held body corporate

(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 body corporate is a Chapter 6 entity; and

(c) the principal party controlled (within the meaning of section 50AA of the Corporations Act 2001 after applying the modifications set out in subsection 51ABS(2) of the Act) the body corporate immediately before the acquisition was put into effect; and

(d) the acquisition results in someone’s voting power (within the meaning of the Corporations Act 2001) in the body corporate increasing from 20% or below to more than 20%.

3-24 Voting power moves from below 20% to 50% or more—do not control widely held body corporate before or after acquisition

(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 body corporate is a Chapter 6 entity; and

(c) the principal party does not 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) the body corporate immediately before, or immediately after, the acquisition was put into effect; and

(d) the acquisition results in someone’s voting power (within the meaning of the Corporations Act 2001) in the body corporate increasing from below 20% to 50% or more.

54 Paragraph 5-2(1)(d)

Repeal the paragraph, substitute:

(d) if the Commission gives a person written notice inviting them to make a submission under paragraph 51ABZZD(2)(a) of the Act for the purposes of making the acquisition determination in respect of a notification—a statement that consultation is occurring in relation to the acquisition determination and details about the consultation process;

55 Subsection 7-1(1)

Omit “and 1-10(1) and (2), section 1-12, subsections 1-13(1) and 1-14(1)”, substitute “, 1-10(1) and (2), 1-12(1), (2) and (3), 1-13(1) and 1-14(1), and paragraph 7‑23(3)(b)”.

56 Subsection 7-1(1) (note 3)

Omit “a threshold for the transaction value test”, substitute “a threshold for the tier-1 transaction value test, the tier-2 transaction value test, and the tier-3 transaction value test”.

57 Subsection 7-1(1) (after note 5)

Add:

Note 6: Section 7-23 is about fees for Tribunal review.

58 At the end of Part 10

Add:

Division 2—Certain land and quasi-land acquisitions entered into prior to 1 January 2026

10-5 Certain land and quasi-land right acquisitions entered into prior to 1 January 2026

(1) Under subsection 51ABRA(1) of the Act, Division 2 of Part 2 of this instrument 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 occurred prior to 1 January 2026; and

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

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

(2) Under subsection 51ABRA(1) of the Act, Division 2 of Part 2 of this instrument also covers an acquisition of a legal or equitable interest in a quasi-land right (the subsequent interest) if:

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

(b) the acquisition of the previous interest occurred prior to 1 January 2026; and

(d) the entitlements to which the previous interest and subsequent interest relate are materially the same; and

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

(3) Under subsection 51ABQ(1) of the Act, section 3-2 of this instrument does not include, within the class of acquisitions determined for the purposes of subparagraph 51ABO(b)(ii) of the Act, 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 occurred prior to 1 January 2026; and

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

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

Division 3—Amendments made by the Competition and Consumer (Notification of Acquisitions) Amendment (2025 Measures No. 1) Determination 2025

10-6 Amendments to when an acquisition is required to be notified

(1) Except as provided by subsections (2) and (3), Parts 2 and 3 of this instrument (as amended by the Competition and Consumer (Notification of Acquisitions) Amendment (2025 Measures No. 1) Determination 2025) apply in relation to an acquisition that is put into effect on or after 1 January 2026.

(2) Section 2-4 of this instrument (as amended by the Competition and Consumer (Notification of Acquisitions) Amendment (2025 Measures No. 1) Determination 2025) applies in relation to an acquisition that is put into effect on or after 1 April 2026.

(3) Division 2 of Part 3 of this instrument (as amended by the Competition and Consumer (Notification of Acquisitions) Amendment (2025 Measures No. 1) Determination 2025) applies in relation to an acquisition that is put into effect on or after 1 April 2026.

Schedule 2—Amendments relating to notification waiver applications

Competition and Consumer (Notification of Acquisitions) Determination 2025

1 Section 1‑3 (note 5)

Repeal the note, substitute:

Note 5: Subsection 51ABU(3) of the Act provides that the Minister may determine requirements for a notification waiver application. Further, subsection 51ABV(3) of the Act provides that the Minister may determine requirements with which the Commission must comply when making a determination in relation to a notification waiver application.

2 Paragraph 5‑2(1)(a)

Repeal the paragraph, substitute:

(a) if a person has applied for a notification waiver in relation to an acquisition:

(i) a statement to that effect, and a summary of the details of the acquisition; and

(ii) a summary of any decision of the Commission in relation to the application;

3 Before paragraph 5-2(2)(a)

Insert:

(aa) for information or a document mentioned in paragraph (1)(a)—within 1 business day of the relevant decision on the notification waiver application being made or, if that is not practicable, as soon as practicable after that day;

4 At the end of subsection 5-2(2)

Add:

Note: In certain circumstances, some information and documents may not be included on the acquisitions register, or can only be included at a later time—see sections 6-5 and 6-6.

5 Part 6 (heading)

Repeal the heading, substitute:

Part 6—Forms and the manner for determining applications

6 Division 1 of Part 6 (heading)

Repeal the heading, substitute:

Division 1—Determination of forms, information and documents, and manner for determining applications

Note 1: See sections 6-1 and 6-2, and Divisions 2, 3 and 4, of Part 6 of the Competition and Consumer (Notification of Acquisitions—Forms) Determination 2025 for the determination of forms, information and documents relating to a notification of a proposed acquisition or public benefit application.

Note 2: This instrument and the Competition and Consumer (Notification of Acquisitions—Forms) Determination 2025 are incorporated and to be read together—see section 1-4 of the Competition and Consumer (Notification of Acquisitions—Forms) Determination 2025.

7 Sections 6-1 and 6-2

Repeal the sections.

8 After Division 1 of Part 6 (heading)

Insert:

6‑3 Notification waiver applications

For the purposes of subsection 51ABU(3) of the Act, the requirements for making a notification waiver application are that the application is:

(a) made in the form set out in Division 5 of this Part; and

(b) accompanied by the information and documents as set out in the form, and the determined fee (if any).

Note: A fee must accompany a notification waiver application—see subsection 7‑50(1).

6‑4 Determining notification waiver applications: general case

Under subsection 51ABV(3) of the Act, for the purposes of paragraph 51ABV(2)(a) of the Act, if the Commission has not made a determination in relation to a notification waiver application (other than a waiver application covered by section 6-5 or 6-6 of this instrument) during the period beginning on the first day after the application is received, and ending on the 25th business day after that day, the Commission must make a determination under paragraph 51ABV(1)(b) of the Act in relation to the application on the first business day after the period ends.

6‑5 Determining notification waiver applications: surprise hostile takeovers

(1) This section applies to a notification waiver application that relates to an acquisition of shares in the capital of a body corporate if:

(a) the acquisition and body corporate satisfy paragraphs 51ABZZL(1)(a), (b) and (c) of the Act; and

(b) the application includes a request that this section apply to the application and the request satisfies subsection (2) of this section.

(2) A request satisfies this subsection if the request states:

(a) the information set out in paragraphs 51ABZZL(2)(a) and (b) of the Act; and

(b) that the bidder (within the meaning of the Corporations Act 2001) will, if the Commission makes a determination under paragraph 51ABV(1)(a) of the Act, give a bidder’s statement (within the meaning of the Corporations Act 2001) to the Commission and target no later than 5 business days after the day on which the Commission gives the applicant the written notice and explanation required by subsection 51ABV(5) of the Act; and

(c) that the bidder will, after the proposed bid has been made public, notify the Commission, in writing, that the bid has been made public within 1 business day of the bid having been publicly proposed, or if that is not practicable, as soon as practicable after that day.

Delay in information to be included on the acquisition register

(3) Despite paragraphs 5-2(1)(a) and 5-2(2)(aa) of this instrument, the Commission must not include information or documents on the acquisitions register in relation to the waiver application before receiving the bidder’s notification (as mentioned in paragraph (2)(c) of this section) in relation to the acquisition to which the application relates, and once the bidder’s notification is received, the information mentioned in paragraph 5-2(1)(a) is to be included on the register within 2 business days, or if that is not practicable, as soon as practicable after that day.

Timing for Commission decision

(4) For the purposes of subsection 51ABV(3) of the Act, if the Commission has not made a determination in relation to an application to which this section applies during the period beginning on the first day after an application is received, and ending on the 25th business day after that day, the Commission must make a determination under paragraph 51ABV(1)(b) of the Act in relation to the application on the first business day after the period ends.

Commission can refuse request for this section to apply

(5) The Commission may, at any time on or before the 15th business day after the day on which an application to which this section applies is made, determine that this section does not apply to the application if the Commission is satisfied that a matter set out in paragraph 51ABZZL(5)(c), (d) or (e) of the Act applies in relation to the acquisition.

(6) If the Commission makes a determination under subsection (5):

(a) the Commission must give the applicant written notice of the determination; and

(b) this section is taken never to have applied in relation to the application.

6‑6 Determining notification waiver applications: voluntary transfers under the Financial Sector (Transfer and Restructure) Act 1999

(1) This section applies to a notification waiver application where the acquisition to which the application relates is one that satisfies paragraphs 51ABZZQ(1)(a) and (b) of the Act.

Delay in information to be included on the acquisition register

(2) Despite paragraphs 5-2(1)(a) and 5-2(2)(aa) of this instrument, the Commission must not include information or documents on the acquisitions register in relation to the waiver application before:

(a) if the Commission makes a determination under paragraph 51ABV(1)(a) of the Act in relation to the application—the determination is made, but once made the information or a document mentioned in paragraph 5‑2(1)(a) of this instrument is to be included on the register within 1 business day after the determination is made or, if that is not practicable, as soon as practicable after that day; and

(b) if the Commission makes a determination under paragraph 51ABV(1)(b) of the Act in relation to the application and a decision under subsection 51ABZE(1) of the Act in relation to the acquisition to which the application relates—the determination is made, but once made the information or a document mentioned in paragraph 5‑2(1)(a) of this instrument is to be included on the register within 1 business day after the determination under subsection 51ABZE(1) of the Act is made or, if that is not practicable, as soon as practicable after that day.

Note: If neither event mentioned in paragraph (a) or (b) happens in relation to a waiver application, then no information or documents are to be published on the acquisitions register in relation to the application.

Timing for Commission decision

(3) For the purposes of subsection 51ABV(3) of the Act, if the Commission has not made a determination in relation to an application to which this section applies during the period beginning on the first day after an application is received, and ending on the 25th business day after that day, the Commission must make a determination under paragraph 51ABV(1)(b) of the Act in relation to the application on the first business day after the period ends.

9 Divisions 2, 3 and 4 of Part 6

Repeal the Divisions.

10 At the end of Part 6

Add:

Division 5 —Application for notification waiver

Note: See section 6-3.

AUSTRALIAN GOVERNMENT

AUSTRALIAN COMPETITION AND CONSUMER COMMISSION

APPLICATION FOR NOTIFICATION WAIVER: FORM

Note 1: Guidance material for completion of this form is available at https://www.accc.gov.au/.

Note 2: An application must be accompanied by the fee determined under subsection 7‑50(1) of the Competition and Consumer (Notification of Acquisitions) Determination 2025.

PARTIES TO THE ACQUISITION

Note: In this form, a reference to a party to the acquisition is a reference to each principal party to the acquisition, the target of the acquisition, and each connected entity of the principal 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
Person making application	[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, 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 what will be acquired and the process or transaction structure by which it will occur.

Note 1: The non-confidential summary may be published on the acquisitions register.

Note 2: If the acquisition is a business input acquisition (see the note to question 3), such as vacant land, for the purposes of paragraph (c), focus on the goods or services that will be supplied by the principal party, and each connected entity of the principal party, in reliance on the acquired business input. Only a brief description of the goods and services supplied by the target is necessary in relation to a business input acquisition.

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 it being a plain language summary, or due to the information being confidential;

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

(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 tests;

(f) if the acquisition has, or will have, related filings in other foreign countries, each foreign regulator that has been, or is to be, notified.

Note: 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; and

(d) a business input acquisition if the parties to the acquisition are acquiring an asset that will be an input into their business activities (for example, purchasing or leasing land).

INFORMATION REQUIRED

4. Does the acquisition meet any specified threshold by which a circumstance has been wholly or partly determined under subsection 51ABP(1) of the Act for the purposes of subparagraph 51ABO(b)(i) of the Act? [Y/N/Unsure] Provide brief reasons with reference to each specified threshold, together with supporting information and evidence.

5. Is the acquisition in a class of acquisitions determined under subsection 51ABQ(1) of the Act for the purposes of subparagraph 51ABO(b)(ii) of the Act? [Y/N/Unsure] Provide brief reasons with reference to the determined class, together with supporting information and evidence.

6. Is the acquisition for any other reason not required to be notified? [Y/N/Unsure] Provide brief reasons, together with supporting information and evidence.

7. For each relevant good or service supplied or potentially supplied by the parties to the acquisition where that would create a horizontal or vertical overlap between the parties:

(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: For the purpose of this question, 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.

Note 2: If the acquisition is a business input acquisition, such as vacant land, the relevant goods and services are the goods or services that will be supplied by the principal party, and each connected entity of the principal party, in reliance on the acquired business input.

Note 3: 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 of the parties.

8. For each relevant market definition provided in response to question 7(c), provide estimated market shares for each party to the acquisition and other key suppliers (calculated by reference to revenue) for the most recent completed 12‑month financial reporting period prior to the date this application is given to the Commission. Provide details on how those estimates were made (including how revenue was 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$)	Market share (by revenue) (%)

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

9. Do you intend to make a request under paragraph 6‑5(1)(b) of the Competition and Consumer (Notification of Acquisitions) Determination 2025 for the Commission to apply section 6-5 of that instrument (surprise hostile takeovers) to the application, for a confidential review? [Y/N]

If yes, provide details of the statements to be made under subsection 6-5(2) of the Competition and Consumer (Notification of Acquisitions) Determination 2025.

10. 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

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

DECLARATION

12. An authorised person of the applicant must complete the following declaration. If the applicant is not the principal party to the acquisition, or if there is more than one principal party, a separate declaration must be completed for the applicant and each principal 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
Name:
Position:

11 At the end of Part 10

Add:

10-7 Amendments to Parts 5 and 6

Parts 5 and 6 of this instrument (as amended by the Competition and Consumer (Notification of Acquisitions) Amendment (2025 Measures No. 1) Determination 2025) apply to notifications and applications made on or after 1 January 2026.

Schedule 3—Amendments relating to Tribunal review

Competition and Consumer (Notification of Acquisitions) Determination 2025

1 Section 1-3 (at the end of note 7)

Add “Subsection 112(2) of the Act enables the Minister to determine fees in relation to those applications.”.

2 Paragraph 7‑21(2)(b)

Repeal the paragraph, substitute:

(b) otherwise—the information set out in subsection (3) and a copy of the statement of reasons for making the acquisition determination that is included on the acquisitions register.

3 At the end of subsection 7‑21(2)

Add:

Note: The Commission is required to publish a statement of reasons on the acquisitions register in relation to the acquisition determination: see paragraph 51ABZZI(1)(b) of the Act.

4 Subsection 7‑21(5)

Repeal the subsection (including the note).

5 At the end of Division 2 of Part 7

Add:

7-23 Fees for Tribunal review

(1) Under subsection 112(2) of the Act, this section provides for fees to be payable in respect of applications to the Tribunal under Division 1A or 1B of Part IX of the Act.

Application fee for reviews under Division 1A of Part IX

(2) The fee of $0 is determined in respect of an application to the Tribunal for review, under Division 1A of Part IX of the Act, of a decision mentioned in subsection 51ABZZG(7) of the Act.

Application fee for reviews under Division 1B of Part IX

(3) The fee in respect of an application to the Tribunal for review of an acquisition determination under Division 1B of Part IX of the Act is the lesser of:

(a) 0.12% of the amount that is the greater of the following (on the contract date, or where there is no contract date, the effective notification date):

(i) 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;

(ii) 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; and

(b) $2,950,000.

(4) However, no fee is payable in respect of an application in the following circumstances:

(a) the application is for review of an acquisition determination under Division 1B of Part IX of the Act and one of the following subparagraphs applies:

(i) the greater of the amounts worked out under subparagraphs (3)(a)(i) and (ii) in respect of the application is less than $50 million;

(ii) the applicant is a small business entity for the income year that includes the contract date;

(iii) the applicant is small registered entity (within the meaning of the Australian Charities and Not‑for‑profits Commission Act 2012), or a medium registered entity (within the meaning of that Act), for the financial year immediately preceding the contract date;

(iv) the applicant is a consumer association or consumer interest group (within the meaning of section 100S of the Act);

(b) the Tribunal determines that the applicant does not have the capacity to pay the amount of the fee based on the applicant’s income, expenses, liabilities and assets.

When is a fee payable?

(5) The fee determined under subsections (2) and (3) in relation to an application must be paid at the time the application is made.

Note: The Tribunal may dismiss an application for the review of an acquisition determination if the fee is not paid by that time: see section 100G of the Act.

(6) If an application is not accompanied by the fee determined under subsection (2) or (3), the Tribunal is not required to deal with the application unless, and until, the fee is paid.

Multiple applications

(7) The Tribunal may order that only one fee determined under subsection (2) or (3) (the determined fee) fee is payable in respect of 2 or more applications if:

(a) apart from this subsection, the same determined fee would be payable in respect of each of the applications; and

(b) the applications relate to:

(i) the same applicant; or

(ii) different applicants, and the Tribunal considers that, having regard to the relationship between the applicants, it is reasonable to treat the applications as relating to the same applicant; and

(8) The Tribunal may order that only one determined fee is payable in respect of 2 or more applications if:

(a) apart from this subsection, a different determined fee would be payable in respect of at least one of the applications; and

(b) the applications relate to:

(i) the same applicant; or

(ii) different applicants, and the Tribunal considers that, having regard to the relationship between the applicants, it is reasonable to treat the applications as relating to the same applicant; and

(9) The determined fee specified in an order made under subsection (8) must be equal to the highest determined fee that would, apart from subsection (8), be payable in respect of any of the applications.

Refunds

(10) If a person paid a fee in the circumstances referred to in an item in the following table, the person is entitled to the refund amount specified in that item.

Refund amounts
Item	Fee	Circumstance	Refund amount
1	the person paid a fee referred to in this section	the fee was paid in relation to an application for review of a decision or determination of the Commission that is set aside	25% of the amount paid
2	the person paid a fee referred to in this section	the fee was not payable	the amount paid
3	the person paid a fee referred to in this section	the person was liable to pay a lower fee	the difference between: (a) the fee paid; and (b) the lower fee
4	the person paid a fee referred to in this section	the person is not entitled to apply for review by the Tribunal under Division 1A or 1B of Part IX of the Act	the amount paid
5	the person paid fees in respect of more than one application	the Tribunal makes an order under subsection (7) or (8) that only one fee is payable	the difference between: (a) the total amount of the fees paid; and (b) the fee payable

Schedule 4—Contingent amendments

Competition and Consumer (Notification of Acquisitions) Determination 2025

1 Section 1-4 (definition of quasi-land right)

Repeal the definition, substitute:

quasi-land right means any of the following:

(a) a mining, quarrying or prospecting right (within the meaning of the Income Tax Assessment Act 1997);

(b) a water entitlement (within the meaning of the Income Tax Assessment Act 1997);

(c) a right in relation to land for forestry operations (within the meaning of section 42A of the Environment Protection and Biodiversity Conservation Act 1999).