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Generally, foreign companies offering securities in Australia need to comply with the prospectus provisions in the Corporations Act 2001 (Cth) (the Act). However, in addition to the normal statutory exceptions that may apply to an offer of securities, ASIC has issued specific conditional relief for certain offers of foreign securities. This relief gives greater choice to foreign companies to extend capital raisings to Australian investors who might otherwise be excluded due to the compliance costs involved with meeting the regulatory requirements of multiple jurisdictions.
Specifically, there is conditional relief for:
Most of the relief is only available where the relevant foreign securities are quoted on an ‘approved foreign market’. ASIC updated its list of ‘approved foreign markets’ in August 2017 to include Euronext Brussels and Euronext Lisbon, taking the number of ‘approved foreign markets’ to 19 securities exchanges across the world.
The following is summary of the key disclosure relief which ASIC has granted for offers of foreign securities:
There are currently 19 securities exchanges across the world which are ‘approved foreign markets’, including Euronext (Amsterdam, Brussels, Lisbon and Paris), the Hong Kong Stock Exchange, the London Stock Exchange, the JSE, the NASDAQ Global Market, the New York Stock Exchange, the Singapore Exchange and the Toronto Stock Exchange.
These markets (and the others included on the ‘approved foreign market’ list) are considered to be comparable to ASX in terms of being fair, efficient, well-informed and internationally competitive. ASIC will accept applications for additional foreign markets to be included in the list.
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