I, Molly Choucair, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.Date 10 September 2026Molly ChoucairContentsPart 1—Preliminary 31 Name of legislative instrument....................................32 Commencement...............................................33 Authority....................................................34 Schedules....................................................35 Simplified outline of this instrument...............................46 Definitions...................................................4Part 2—Declaration 57 Quoted securities of a foreign company.............................58 Transfers of quoted securities of a foreign company...................59 Transfers of options over unissued securities.........................7Part 3—Repeal 810 Repeal.......................................................8Schedule 1—Repeals 9ASIC Corporations (Transfers of Division 3 Securities) Instrument 2016/893.9
This instrument commences on the day after it is registered on the Federal Register of Legislation.Note: The register may be accessed at www.legislation.gov.au.
Each instrument that is specified in a Schedule to this instrument is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this instrument has effect according to its terms.
Division 3 of Part 7.11 of the Act and related regulations deal with transfers of certain securities that are effected otherwise than through a prescribed CS facility. Among other matters, these provisions create statutory warranties and indemnities in relation to such transfers.This instrument extends the operation of these provisions so that they also apply to shares in, or debentures of, a foreign company that are quoted on a declared financial market. This ensures that these foreign company securities are transferred with the benefit of the statutory warranties and indemnities.This instrument also modifies the regulations in relation to the foreign company securities to:(a) allow an absolute beneficial owner of the securities to give authority to a designated broker to sell or transfer the securities and execute an instrument of transfer on the transferor's behalf; and(b) specify the circumstances in which a broker may stamp a transfer document for transfers of the securities.Finally, this instrument modifies the relevant regulations as they apply in relation to transfers of company options.
In this instrument:Act means the Corporations Act 2001.Division 3 rights has the meaning given by subregulation 1.0.02(1) of the Regulations.Regulations means the Corporations Regulations 2001.
Division 3 of Part 7.11 of the Act and regulations made for the purposes of section 1073D of the Act apply to shares in, or debentures of, a foreign company that are quoted on a declared financial market.
(a) in regulation 7.11.01, insert the following definitions in the appropriate alphabetical order:“absolute beneficial owner, in relation to Division 3 securities, means one or more beneficiaries of a trust to which a Division 3 security is subject, who has or who together have a presently enforceable and unconditional right to require the trustee of the trust to transfer the Division 3 security to them.”;“securities lending arrangement means:one entity (the lender) agrees that it will:deliver Division 3 securities to another entity (the borrower) or to an entity nominated by the borrower; andthe borrower agrees that it will, after the lender does the things mentioned in subparagraph (i):deliver the Division 3 securities (or equivalent securities) to the lender or to an entity nominated by the lender; andvest title in those Division 3 securities (or those equivalent securities) in the entity to which they are delivered; orthe securities are held by one entity (the borrower) or an entity nominated by the borrower, on behalf of another entity (the lender); andthe lender agrees that the borrower may deal in the securities on its own behalf or on behalf of a person; andthe borrower agrees that it will at some future time:deliver the securities (or equivalent securities) to the lender or to an entity nominated by the lender; andvest title in those securities (or those equivalent securities) in the entity to which they are delivered.”;(b) after paragraph 7.11.17(4)(a) insert:“(ba) if a designated broker is given authority by or on behalf of the absolute beneficial owner of Division 3 securities to sell or transfer those Division 3 securities, the designated broker is taken to have authority from the transferor to:(i) sell or transfer those Division 3 securities; and(ii) execute an instrument of transfer of those Division 3 securities;on the transferor’s behalf, even if no authority is given by the transferor;”;(c) in paragraph 7.11.19(2)(f), after “paragraph 7.11.17(4)(a)”, insert “or (ba)”;(d) omit subregulation 7.11.40(1), substitute:“(1) A broker must not stamp with a broker’s stamp a document (a transfer document) that relates to Division 3 securities and may be used as a sufficient transfer under this Part, unless the transfer document relates to:(a) a sale or purchase of the Division 3 securities, in the ordinary course of the broker’s business, for a consideration of not less than their unencumbered market value at the time of the sale or purchase; or(b) the performance of obligations under a securities lending arrangement; or(c) a transfer from or to a broker’s clearing account in accordance with the operating rules of the financial market in which the broker is a participant.”;(e) in paragraph 7.11.40(2)(b), after “paragraph 7.11.17(4)(a)”, insert “or (ba)”.
(a) in regulation 7.11.01, insert in the appropriate alphabetical order the following definition:“company option means a Division 3 right that is an assignable option to acquire by way of issue shares or debentures in a company on payment of an exercise price.”;(b) after subregulation 7.11.10, insert:“7.11.10A Company optionsFor the purposes of regulations 7.11.11 to 7.11.14, and of the forms in Schedule 2A, a Division 3 right that is a company option is taken to be a Division 3 asset and not to be a Division 3 right.”;(c) before paragraph 7.11.16(1)(a), insert:“(aa) to have agreed at the execution time to accept the Division 3 rights subject to the terms and conditions on which the transferor held them immediately before that time, being the terms and conditions that are applicable as between the issuer in relation to, and the holder for the time being of, the Division 3 rights; and”;(d) at the beginning of paragraph 7.11.16(1)(a) insert:“at the time (the payment time) at which the transferee subsequently makes payment to the issuer in relation to the Division 3 assets of the application monies or, in the case of company options, the exercise price,”;(e) in paragraphs 7.11.16(1)(a) and (b) and subregulation 7.11.16(2), omit “at the execution time” (wherever occurring), substitute “at the payment time”.