Introduction

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:

  1. rights issues by foreign companies where the securities are in the same class as those already held by Australian investors;
  2. foreign entities making 20 or fewer offers in Australia in any 12 month period; and
  3. foreign scrip bids and schemes of arrangement.

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.