ASIC RG 254 — ASIC Regulatory Guide – RG 254 Offering securities under a disclosure document

Page 1 REGULATORY GUIDE 254 Offering securities under a disclosure document April 2026 About this guide This guide is for issuers who are required to prepare and lodge a disclosure document under Ch 6D of the Corporations Act. It helps issuers and their advisers understand our interpretation and administration of the procedural aspects of Ch 6D. It seeks to provide greater certainty regarding the obligations of all parties involved in the process of preparing a disclosure document, lodging a disclosure document and offering securities for issue or sale under a disclosure document. The procedural focus of this guide is intended to complement our other guidance on the content of disclosure documents—in particular, Regulatory Guide 228 Prospectuses: Effective disclosure for retail investors (RG 228). Page 2 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 2 About ASIC regulatory documents In administering legislation ASIC issues the following types of regulatory documents. Consultation papers: seek feedback from stakeholders on matters ASIC is considering, such as proposed relief or proposed regulatory guidance. Regulatory guides: give guidance to regulated entities by:  explaining when and how ASIC will exercise specific powers under legislation (primarily the Corporations Act)  explaining how ASIC interprets the law  describing the principles underlying ASIC’s approach  giving practical guidance (e.g. describing the steps of a process such as applying for a licence or giving practical examples of how regulated entities may decide to meet their obligations). Information sheets: provide concise guidance on a specific process or compliance issue or an overview of detailed guidance. Reports: describe ASIC compliance or relief activity or the results of a research project. Document history This guide was issued in April 2026 and is based on legislation and regulations as at the date of issue. In April 2026, we updated references to remade legislative instruments. We also made further updates to remove out-of-date information and to reflect current style and drafting practices. Previous versions:  Superseded Regulatory Guide 254, issued March 2016, reissued November 2018 and August 2020. Disclaimer This guide does not constitute legal advice. We encourage you to seek your own professional advice to find out how the Corporations Act and other applicable laws apply to you, because you are responsible for determining your obligations. Examples in this guide are purely for illustration; they are not exhaustive and are not intended to impose or imply particular rules or requirements. Page 3 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 3 Contents A Overview .................................................................................................5 Why we have disclosure documents .......................................................5 When a disclosure document is required ................................................6 The various types of disclosure documents ............................................8 ASIC’s role ...............................................................................................9 Scope of this guide and summary of topics covered .............................10 Other guidance issuers may need to consider ......................................12 B Prospectuses .......................................................................................13 Prospectuses .........................................................................................13 Short-form prospectuses .......................................................................15 C Transaction-specific prospectuses ...................................................17 Rationale for transaction-specific prospectuses ....................................17 When transaction-specific prospectuses can be used ..........................18 Effect of suspensions from quotation and trading halts on ‘continuously quoted securities’ .............................................................20 Content requirements of transaction-specific prospectuses ..................21 ASIC’s exclusion powers—s713(6) .......................................................24 Relief from enhanced disclosure provisions ..........................................25 Individual relief to use a transaction-specific prospectus ......................26 D Offer information statements .............................................................28 Rationale for offer information statements .............................................28 Content requirements for offer information statements .........................29 Financial reports for offer information statements .................................29 Individual relief for financial reports prepared for an offer information statement ...............................................................................................30 E Other disclosure documents ..............................................................32 Profile statements ..................................................................................32 Two-part simple corporate bonds prospectuses....................................32 F Lodging disclosure documents .........................................................34 How to lodge a disclosure document .....................................................34 Our approach to withdrawing an offer under a disclosure document ....34 Changes to disclosure documents following lodgement .......................35 Application forms ...................................................................................35 G The exposure period ...........................................................................38 Exposure period requirements...............................................................38 Access to disclosure documents ...........................................................38 What we do to facilitate access to disclosure documents .....................39 Where we will extend the exposure period ............................................40 Relief from the exposure period.............................................................42 Applications for securities during the exposure period ..........................43 H Supplementary and replacement disclosure documents................46 When a supplementary or replacement disclosure document is required.................................................................................................46 Form, content and procedure requirements ..........................................48 Consequences of lodging a supplementary or replacement disclosure document ..............................................................................49 Relief to consolidate supplementary disclosure documents ..................51 I Minimum subscription and quotation conditions ..............................53 Quotation condition ................................................................................53 Minimum subscription condition ............................................................57 Page 4 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 4 Relief for calculating time periods ..........................................................57 Consequences of the minimum subscription condition and/or quotation condition not being satisfied ..................................................58 Relief to provide refresh documents ......................................................62 J Advertising and publicity ....................................................................66 General prohibition on advertising and publicity ....................................66 Relief for advertising and publicity .........................................................68 How we monitor compliance with the advertising prohibitions ..............73 K Other relief for disclosure documents ..............................................74 Debenture prospectuses ........................................................................74 L Our review of disclosure documents ................................................78 Pre-lodgement review of disclosure documents ....................................78 Post-lodgement review of disclosure documents ..................................78 What we look for when reviewing a disclosure document .....................80 What we do when there are disclosure concerns ..................................81 Appendix 1: Other relevant regulatory guidance .....................................84 Key terms .....................................................................................................86 Related information .....................................................................................89 Page 5 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 5 A Overview Key points The purpose of a disclosure document is to help retail investors assess the risks and returns associated with an offer of securities for issue or sale and make informed investment decisions. If an offer of securities requires disclosure, that offer must be made in or accompanied by a disclosure document. However, a number of exceptions set out certain people to whom, or circumstances in which, securities may be offered for sale or issue without regulated disclosure. There are various types of disclosure document (prospectuses, short-form prospectuses, transaction-specific prospectuses, offer information statements, profile statements and two-part simple corporate bonds prospectuses). ASIC’s role includes reviewing disclosure documents and fundraising activity, seeking to prevent fundraising activity from occurring without appropriate disclosure, providing relief from the law, and enforcing the law. This guide helps issuers and their advisers understand our interpretation and administration of the procedural aspects of Ch 6D. It seeks to provide greater certainty regarding the obligations of all parties involved in the process of preparing a disclosure document, lodging a disclosure document and offering securities for issue or sale under a disclosure document. Why we have disclosure documents RG 254.1 The purpose of a disclosure document is to help retail investors assess the risks and returns associated with an offer of securities for issue or sale and make informed investment decisions. RG 254.2 While disclosure documents are also used by sophisticated and professional investors, and are an important basis for trading securities on Australia’s financial markets, the Ch 6D disclosure regime is focused on the needs of retail investors and their professional advisers. Note: In this guide, references to sections (s), chapters (Ch), divisions (Div) and parts (Pt) are to the Corporations Act 2001 (Corporations Act), unless otherwise specified. References to regulations (reg) and schedules (Sch) are to the Corporations Regulations 2001 (Corporations Regulations), unless otherwise specified. RG 254.3 The Corporations Act sets out a framework to regulate disclosure documents. This framework places the responsibility on issuers and sellers to provide the information necessary for investors to make an informed decision, and identifies who is liable for misstatements or omissions in that material. The framework also sets out circumstances where no regulated disclosure is required—which, combined with ASIC’s relief powers, are Page 6 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 6 intended to ensure the fundraising provisions work efficiently, do not result in unnecessary costs or impediments to fundraising, and impose requirements only to the extent necessary to achieve the regulatory benefit sought. When a disclosure document is required RG 254.4 The fundraising provisions in Ch 6D set out a framework defined by the following core features, and are based on the italicised terms discussed below: (a) Ch 6D regulates the offer of securities; (b) offers may be for either the issue of new securities, or the sale of existing securities; (c) an offer of securities for issue will require disclosure unless a specific exemption applies; (d) an offer of securities for sale will only require disclosure in specific circumstances. Note: see generally Pt 6D.1 (application of the fundraising provisions) and Div 2 of Pt 6D.2 (offers that need disclosure to investors) of the Corporations Act. RG 254.5 ‘Securities’ includes shares and debentures issued by a body, or a legal or equitable right or interest in a share or debenture. An option to acquire (by way of issue) any of these securities is itself also a security: see s700(1) and 9 of the Corporations Act. RG 254.6 When used in relation to an offer of securities, the term ‘offer’ includes invitations to apply for securities to be issued, and invitations to offer to purchase securities: see s9. RG 254.7 An offer of securities for issue involves, once the offer is accepted, the creation of new securities registered in the name of the applicant. The person making the offer is the person who has the capacity to issue the securities if the offer is accepted: see s9. This will generally be the issuing body. Unless an exception applies, an offer for issue will require disclosure. RG 254.8 An offer of securities for sale generally relates to securities already in existence at the date of the offer and, unless an exception applies, only requires disclosure in the following circumstances: (a) certain off-market sales by controllers (see s707(2) and 50AA for the definition of ‘controller’); (b) certain indirect off-market sales by controllers (see s707(5)); and Page 7 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 7 (c) certain sales amounting to an ‘indirect issue’ (see s707(3)–(4) and our guidance in Regulatory Guide 173 Disclosure for on-sale of securities and other financial products (RG 173)). RG 254.9 The person making the sale offer is the person who has the capacity to transfer the securities if the offer is accepted: see s9. RG 254.10 If an offer requires disclosure, that offer must be made in, or accompanied by, a disclosure document. The offeror must not make an offer of securities, or distribute an application form for an offer of securities, without lodging a disclosure document with ASIC: see s721 and 727(1). Note: A proprietary company must not make an offer that requires disclosure to investors under Ch 6D, except for an offer of its shares to existing shareholders of the company, or employees of the company or of a subsidiary: see s113(3). Exceptions where a disclosure document is not required RG 254.11 A number of exceptions set out certain people to whom, or circumstances in which, securities may be offered for sale or issue without regulated disclosure. These exceptions include: (a) personal offers to those who may be familiar with the affairs of the company—including ‘small scale offerings’ (20 issues or sales in 12 months)—and bonus issues, dividend reinvestment plans or offers of debentures to existing security holders (see s708(1)–(7), (12)–(14)); (b) sophisticated and professional investors, including where an Australian financial services (AFS) licensee considers the person to have sufficient previous experience (see s708(8)–(11)); (c) where the offer is made for no consideration (see s708(15)–(16)); (d) where the offer is made as part of another transaction that involves regulated disclosure and/or other measures to provide protection for investors, including under a takeover bid or scheme (see s708(17)– (18)); and (e) where the offer is made by certain bodies, such as banks (for debentures only), exempt state bodies or public authorities (see s708(19)–(21)). RG 254.12 Provisions also exist to permit certain offers under placements and rights issues to be made without regulated disclosure, provided a ‘cleansing notice’ is given to the relevant market operator. The notice sets out limited details about the offer and verifies that the issuer has complied with its continuous disclosure and reporting obligations: see s708A and 708AA, RG 173 and Regulatory Guide 189 Disclosure relief for rights issues (RG 189). Page 8 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 8 The various types of disclosure documents RG 254.13 Chapter 6D introduces a number of different types of disclosure documents. These are summarised in Table 1. Table 1: Types of disclosure documents Type Brief description Content requirements Prospectus May be used for any offer of securities by a body, with no restriction on the amount raised or the circumstances in which it may be used. s710, 711 Short-form prospectus A prospectus that incorporates by reference certain information lodged with ASIC, rather than repeating that information in the document itself. s710, 711, 712 Transaction-specific prospectus A prospectus adopting special content rules for continuously quoted securities. s713, 711 Offer information statement A shorter form of disclosure document that may be used instead of a prospectus for certain offers to raise less than $10m. s715 Profile statement A much shorter form of disclosure document that is prepared in addition to a prospectus, and under which offers may be made. The use of a profile statement requires ASIC approval: see s709(3). s714 Two-part simple corporate bonds prospectus A two-part disclosure document (comprised of a base prospectus and an offer-specific prospectus) that must be used for offers of simple corporate bonds. s713C, 713D, 713E RG 254.14 Each type of disclosure document is defined at least in part by reference to its lodgement with ASIC: see s9, 713B(5), 713C(1) and 713D(1). As a result, for the purposes of the Corporations Act, a document that purports to be a ‘disclosure document’ only becomes such a document when it is lodged with ASIC. Note: A document is not lodged unless and until it is accepted for lodgement by ASIC . For more information about lodging a disclosure documents with ASIC, see Lodging prospectuses and other disclosure documents on the ASIC website. RG 254.15 For simplicity, and unless otherwise noted, this guide uses the terms ‘disclosure document’, ‘prospectus’, ‘profile statement’ and ‘offer information statement’ in a more general sense (i.e. with reference to the documents both before and after lodgement with ASIC) rather than in accordance with the strict legal meaning of the terms. Note: Because of the specific disclosure regime for simple corporate bonds, such as different expiry and lodgement requirements (including for supplementary and replacement documents), when the expression ‘disclosure documents’ is used outside of Section E it is not taken to include a two-part simple corporate bonds prospectus. Page 9 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 9 ASIC’s role RG 254.16 ASIC has general administration of the Corporations Act, including the fundraising provisions in Ch 6D: see s5B. This guide, together with other guidance outlined in Table 10 in Appendix 1, sets out how we interpret and administer the law and the principles underlying our approach, which involves the following four activities: (a) reviewing disclosure documents and fundraising activity for compliance with the law; (b) taking regulatory action to prevent fundraising activity taking place without appropriate disclosure; (c) providing relief from the law where doing so produces a net regulatory benefit, or any regulatory detriment is minimal and is outweighed by the resulting commercial benefit; and (d) enforcing the law. Reviewing disclosure documents and fundraising activity RG 254.17 Disclosure documents must be lodged with ASIC: see s718. We regularly review lodged disclosure documents to ensure compliance with Ch 6D. Our role in reviewing disclosure documents is discussed further in Section L. RG 254.18 ASIC has the power to extend the exposure period applying to a disclosure document, to provide us and market participants with more time to scrutinise disclosure documents before they are used for fundraising: see s727(3). The circumstances in which we may use this power are discussed further in Section G. Preventing fundraising activity without appropriate disclosure RG 254.19 Where an entity has not complied with some or all of its disclosure obligations in the past, we have the power to make certain determinations to exclude that entity from relying on specified statutory disclosure exemptions: see s713(6), 708A(2) and 708AA(3). Our policy on when we may use ASIC’s powers under s713(6) is discussed further in Section C. RG 254.20 Where a disclosure document does not comply with the law, ASIC has the power to make certain prescribed orders—on an interim or final basis—to prevent that fundraising from taking place: see s739. This power also extends to certain advertisements and publications associated with an offer of securities. The circumstances in which and the reasons why we may use these powers are discussed further in Section L. Page 10 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 10 Providing relief from the law RG 254.21 ASIC has the power to provide exemptions from all or specified provisions of Ch 6D or declare that Ch 6D applies as if specified provisions were modified, varied or omitted (ASIC’s relief powers): see s741. The circumstances in which we may exercise these relief powers are set out in regulatory guidance—including this guide, the other guidance discussed in Table 10 in Appendix 1 and, in general, Regulatory Guide 51 Applications for relief (RG 51). Enforcing the law RG 254.22 Chapter 6D sets out a specific liability regime for misstatements in or omissions from disclosure documents (including defences that may be available), and prohibits certain types of advertising or ‘hawking’ activity in relation to offers of securities: see Div 1 of Pt 6D.3 (prohibitions and liabilities). Other provisions of the Corporations Act and the Australian Securities and Investments Commission Act 2001 (ASIC Act) impose civil and criminal liability for other unlawful conduct that may be associated with an offer of securities: see particularly Pts 7.10 and 9.4 of the Corporations Act. RG 254.23 Our review of disclosure documents and other surveillance activities are intended to identify contraventions of the Corporations Act. In appropriate cases, we may take enforcement action to protect investors and promote the confident and informed participation of investors and financial consumers in the financial system more generally. Scope of this guide and summary of topics covered RG 254.24 This guide aims to assist issuers and their advisers by improving understanding of our expectations and approach, and providing greater commercial and regulatory certainty to all participants involved in the process of preparing a disclosure document, lodging a disclosure document and offering securities for issue or sale under a disclosure document. RG 254.25 To achieve this aim, this guide sets out how we interpret Ch 6D in relation to: (a) the different types of Ch 6D disclosure documents (and when each can be used for different types of offers of securities); (b) the procedural requirements for an offer of securities for issue or sale under a disclosure document (under Div 5 of Pt 6D.2); and (c) how, when and why we may exercise ASIC’s statutory powers in relation to a disclosure document. Page 11 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 11 RG 254.26 This guide also covers some of our modifications to, and exemptions from, the provisions of Ch 6D and explains their underlying policy basis. It also outlines some of the circumstances in which we may exercise ASIC’s statutory discretions to grant individual relief from the provisions of Ch 6D. RG 254.27 Table 2 summarises the topics covered in this guide. Table 2: Summary of our guidance on disclosure documents Topic What our guidance covers Reference Prospectuses Offers for issue or sale under a s710 prospectus. Section B Short-form prospectuses Offers for issue or sale under a s712 short-form prospectus. Section B Transaction-specific prospectuses Offers for issue or sale under a s713 transaction-specific prospectus. Section C Offer information statements Offers for issue or sale under a s715 offer information statement. Section D Profile statements Offers for issue or sale under a profile statement. Section E Two-part simple corporate bond prospectuses Offers for issue or sale of simple corporate bonds, which must be offered under a two-part simple corporate bonds prospectus. Section E Lodging disclosure documents The process for lodging disclosure documents with ASIC. Section F The exposure period How the exposure period applies to disclosure documents. Section G Supplementary and replacement disclosure documents When a supplementary or replacement disclosure document may need to be lodged and the process for doing so. Section H Minimum subscription and quotation conditions The operation of the minimum subscription and quotation conditions in s723(2)–(3). Section I Advertising and publicity The general prohibition on advertising and publicity relating to offers of securities that require a disclosure document—including our relief to facilitate market research, roadshow presentations, offers by subsidiaries of listed bodies and offers for issue of certain foreign securities. Section J Other relief for disclosure documents Our policy on and relief for certain offers of debentures for issue under a prospectus. Section K Our review of disclosure documents Our process for reviewing disclosure documents lodged with ASIC. Section L Page 12 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 12 Other guidance issuers may need to consider RG 254.28 In most cases, issuers will need a qualified professional adviser to take their particular circumstances into account to determine how the law applies. RG 254.29 This guide is not our primary guide on the content of disclosure documents. Issuers and their advisers seeking detailed policy guidance on the content of disclosure documents (particularly prospectuses under s710) should consider Regulatory Guide 228 Prospectuses: Effective disclosure for retail investors (RG 228) and our more specific guidance summarised in Table 10 in Appendix 1. Page 13 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 13 B Prospectuses Key points A prospectus satisfying the content requirements in s710 and 711 is the disclosure document that can be used in the broadest range of circumstances for offers of securities for issue or sale that require disclosure under Ch 6D. Short-form prospectuses are prospectuses that incorporate certain information by reference in accordance with s712. Prospectuses RG 254.30 A prospectus is the most common type of disclosure document for an offer of securities for issue or sale that requires disclosure under Ch 6D. RG 254.31 For certain offers, issuers may be able to comply with the reduced disclosure requirements under the provisions for a transaction-specific prospectus, offer information statement or two-part simple corporate bonds prospectus. Each of these disclosure documents are discussed in depth at Sections C, D and E. RG 254.32 When preparing a prospectus, issuers must: (a) word and present it in a ‘clear, concise and effective’ manner (s715A); (b) include the information required by the general disclosure test (s710); (c) make specific disclosures, including disclosure about interests and benefits of persons involved in the offer (s711); and (d) ensure it is not misleading or deceptive (s728(1)). Note: see RG 228 for our policy on how each of these content requirements apply. Form, content and procedure RG 254.33 Table 3 outlines some of the form, content and procedure requirements that apply to a prospectus. Table 3: General requirements for prospectuses Requirement Explanation Further guidance Lodgement A prospectus must be lodged with ASIC: see s718(1). A prospectus must state that a copy of the prospectus has been lodged with ASIC and that ASIC takes no responsibility for the content of the prospectus: see s711(7). Section F Page 14 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 14 Requirement Explanation Further guidance Date A prospectus must be dated with the date it is lodged with ASIC: see s716(1). Not applicable Signature A prospectus must be signed in accordance with s351. Not applicable Terms and conditions A prospectus must set out the terms and conditions of the offer: see s711(1). Section H of RG 228 Interests and fees of certain people involved in the offer A prospectus must disclose the interests held and fees or benefits given or agreed to be given in connection with the issuer’s formation, promotion or offer of the securities: see s711(2)–(4). Section G of RG 228 Quotation of securities If a prospectus provides an indication that securities may be quoted and traded on a financial market, it must include one of the statements contained in s711(5)(a)–(c). Section H of RG 228 Expiry date A prospectus must state that no securities will be issued after the expiry date specified. The expiry date must not be later than 13 months after the date of the prospectus: see s711(6). See also s725. Not applicable Consents needed for lodgement A prospectus may only include a statement by a person, or a statement said to be based on a statement by a person, if:  the person has consented to its inclusion;  the prospectus states that this consent has been given; and  the person has not withdrawn the consent: see s716(2). Regulatory Guide 55 Statements in disclosure documents and PDSs: Consent to quote (RG 55) Clear, concise and effective A prospectus must be worded in a ‘clear, concise and effective’ manner: see s715A. Section B of RG 228 General disclosure test A prospectus must contain the information required by the general disclosure test in s710. RG 228 Not to be misleading or deceptive A prospectus must not contain a statement that is misleading or deceptive: see s728(1). Not applicable Formatting A prospectus must satisfy the general formatting requirements as set out in reg 1.0.07 of the Corporations Regulations. Not applicable Electronic disclosure documents (optional) An issuer may use electronic disclosure documents and electronic application forms, and distribute these documents by email and the internet. Regulatory Guide 107 Fundraising: Facilitating electronic offers of securities (RG 107) Exposure period An issuer must not accept applications for non-quoted securities offered under a prospectus until the exposure period (seven days after lodgement of the disclosure document) has ended. We may extend this period for a further seven days: see s727(3). Section G Page 15 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 15 Short-form prospectuses RG 254.34 Section 712 allows information to be incorporated by reference into a prospectus. Disclosure documents that adopt this practice are known as ‘short-form prospectuses’. Note: Section B of RG 228 provides detailed guidance on the types of documents that may be incorporated by reference, and the information issuers should disclose in a prospectus about documents incorporated by reference in order to ensure compliance with the requirements of s712. RG 254.35 The primary purpose of a short-form prospectus is to reduce the length of a prospectus and make it more useful for retail investors. Short-form prospectuses emerged out of Proposal No. 2 to Fundraising: Capital raising initiatives to build enterprise and employment, which relevantly stated that: Prospectuses should be shorter and more useful to retail investors. This can be achieved by allowing issuers to provide retail investors with the information which will assist them, without unnecessary details. Additional information, which may primarily be of interest to professional analysts and advisers, can be mentioned in the prospectus and made available free of charge to those who request it. Note: For further details, see Treasury, Fundraising: Capital raising initiatives to build enterprise and employment, Corporate Law Economic Reform Program Proposals for Reform: Paper No. 2, 1997, pp. 15–18; and Explanatory Memorandum to the Corporate Law Economic Reform Program Bill 1998, p 56 at paras 8.6–8.9. Lodging incorporated documents with ASIC RG 254.36 Section 712(1) requires that information incorporated by reference is contained in a document lodged with ASIC. A document incorporated in this way is treated as being included in the prospectus: see s712(3). This ensures that the document is accessible to those who request it. It also makes the incorporated document subject to the content and liability rules under Ch 6D. RG 254.37 Issuers can lodge a document with ASIC so that they can use incorporation by reference (even if the Corporations Act does not require the document to be lodged): see s712(4). Table 4 sets out the procedure for issuers lodging documents that are not otherwise required to be lodged with ASIC under the Corporations Act. Table 4: Procedure for lodging documents to be incorporated by reference under s712(4) Procedure Explanation Lodgement Document must be lodged with ASIC under s712(4). ASIC Regulatory Portal Use the ASIC Regulatory Portal to lodge the document under s712(4). Fee A fee is payable: see Sch 1 of the Corporations (Fees) Regulations 2001 (Corporations (Fees) Regulations) and Information Sheet 30 Fees for commonly lodged documents (INFO 30). Page 16 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 16 Procedure Explanation Signature The document must be signed in accordance with s351. Consents needed for lodgement The persons listed in s720 must provide consent before a document incorporated by reference is lodged. Consent may also be required for the purposes of s716: see RG 254.41 and RG 55. General Must satisfy the general formatting requirements as set out in reg 1.0.07. RG 254.38 Issuers should also include any incorporated document on their website and, if the issuer is a listed entity, consider providing a copy of the document for publishing on the market announcements platform of the relevant declared financial market, so that it is easy for investors to access. Incorporated documents must comply with other provisions of the Corporations Act RG 254.39 Because a document incorporated by reference under s712 is taken to be included in an issuer’s short-form prospectus, it is subject to various provisions that apply to disclosure documents. For example, the incorporated document is subject to prohibitions on misleading and deceptive information contained in Ch 6D. RG 254.40 Documents that are prepared for the purposes of incorporating information into the prospectus should be clear, concise and effective: see s715A. Other documents that have not been prepared for the purpose of incorporation into a prospectus may not, as a standalone document, satisfy the clear, concise and effective requirement (e.g. a contract). We do not consider that these documents are precluded from being incorporated by reference. We consider it unlikely that a court would decide that a prospectus does not comply with s715A merely because a document incorporated by reference is not worded and presented in a clear, concise and effective manner. In fact, the use of incorporation by reference should help to make the prospectus as a whole more clear, concise and effective. Consent under s716 for incorporation by reference RG 254.41 If an issuer incorporates a document prepared by another person into its short-form prospectus, the issuer will need to obtain that person’s consent under s716(2) for the information required by s712(2) and the document incorporated by reference. For example, consent will be required if an issuer wishes to incorporate by reference an expert’s report. The consent requirement allows a person to control whether their document can be incorporated in an issuer’s short-form prospectus and the way that short- form prospectus refers to their document. Note: see also RG 55. Page 17 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 17 C Transaction-specific prospectuses Key points Only disclosing entities offering continuously quoted securities may use transaction-specific prospectuses: see s713. Transaction-specific prospectuses include specified limited content, because the issuers that use them are subject to the continuous disclosure regime and the market will generally already have the information available to it to make an informed assessment of the offer of continuously quoted securities. This section sets out: • how we administer s713; • the content required in transaction-specific disclosure; • ASIC’s power to exclude an issuer from using transaction-specific disclosure; and • the relief we give to enable transaction-specific disclosure to be used where an issuer of a prospectus would otherwise be prevented from using such disclosure. Rationale for transaction-specific prospectuses RG 254.42 Transaction-specific disclosure is possible only within a regime of continuous disclosure. When an issuer issues continuously quoted securities, or options to acquire continuously quoted securities, the market should generally have the information necessary to reach an informed view about the relevant continuously quoted securities. RG 254.43 That view will be based on previous disclosures the issuer has made to the market about its activities, financial standing and prospects. The market’s view will already be reflected in the price of those continuously quoted securities: see para 254 of the Explanatory Memorandum to the Corporate Law Reform Bill 1993. RG 254.44 Consequently, the Corporations Act allows for transaction-specific prospectuses under s713. Note: Issuers of financial products seeking guidance on how we administer s1013FA regarding a transaction-specific Product Disclosure Statement (PDS) should consider Regulatory Guide 168 Product Disclosure Statements: Disclosure and other obligations (RG 168). RG 254.45 The only new information investors should require in a transaction-specific prospectus is: (a) the effect of the offer on the entity; (b) the rights and liabilities attaching to the securities offered; Page 18 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 18 (c) if the securities are options, the rights and liabilities attaching to: (i) the options themselves; and (ii) the underlying securities; and (d) information not previously disclosed to the market, which covers information excluded from a continuous disclosure notice under the listing rules (see s713(5) and RG 254.74–RG 254.75). When transaction-specific prospectuses can be used RG 254.46 Transaction-specific prospectuses can be used by an issuer when offering: (a) continuously quoted securities; or (b) options to acquire continuously quoted securities. RG 254.47 Under s111AC, if any securities of a body are enhanced disclosure (ED) securities, the body is a disclosing entity for the purposes of the Corporations Act. For the definition of ED securities, see RG 254.58 and s111AD. Continuously quoted securities RG 254.48 Continuously quoted securities are securities that are: (a) in a class of securities that were quoted ED securities at all times in the three months before the date of the prospectus; and Note: Generally, ED securities are issued by a listed company that is subject to the listing rules of a declared financial market (see RG 254.58 and s111AD for further details). (b) securities of an entity for which, either during the period when the class of securities were quoted or the period 12 months before the date of the prospectus (whichever is shorter), neither the entity nor any person acting as director or auditor of the entity was covered by an: (i) exemption under s111AS or 111AT or modification under s111AV; (ii) exemption under s741(1)(a) or declaration under s741(1)(b) for a provision that is a disclosing entity provision for the purposes of Div 4 of Pt 1.2A; or (iii) order under s340 or 341. Note: We have granted relief so that the mere presence of certain technical relief does not preclude securities from being continuously quoted securities (see RG 254.85). RG 254.49 For these purposes, continuously quoted securities are not in different classes merely because of a temporary difference in the dividend or distribution rights attaching to the continuously quoted securities, or because different amounts have been paid up on the continuously quoted securities. Page 19 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 19 Convertible securities RG 254.50 A transaction-specific prospectus can be issued for options over continuously quoted securities under s713. However, an issuer offering a security that can be converted into a quoted underlying security, such as a convertible note or convertible preference share, cannot automatically use a transaction-specific prospectus under s713. This is because the convertible security will itself not necessarily be in a relevant class of continuously quoted securities: see para (a) of the definition of ‘continuously quoted securities’ in s9. This is, of course, unless the convertible security is in a class of securities that have been quoted ED securities at all times in the three months before the issue of the prospectus. Relief to allow the use of a transaction-specific prospectus Convertible notes or convertible preference shares RG 254.51 We have given relief in ASIC Corporations (Offers of Convertibles) Instrument 2026/97 to allow the use of a transaction-specific prospectus when offering certain convertible notes or convertible preference shares when the issuer: (a) is able to meet the requirements in s713 for the underlying continuously quoted securities; and (b) discloses the information required by s713(2) for the convertible notes or convertible preference shares. RG 254.52 To rely on our relief, the issuer of the convertible note or convertible preference share must be the same as the issuer of the underlying security. Where conversion results in the holder being issued with securities of a different entity, our relief is not available. RG 254.53 The relief allows the offer of these convertible securities to be made based on information required by s713(2) instead of that required by s710(1). This is because the disclosures required by investors for these convertible securities are similar to those required for the underlying continuously quoted securities (except, of course, that the rights attaching to the convertible securities will be different). RG 254.54 Our relief is available for offers of both convertible securities (where conversion is at the election of the holder or the issuer of the securities, including where this election may only be made if certain events occur) and converting securities (where conversion can or may occur automatically in accordance with the terms of the security, on particular dates or if certain events occur). Page 20 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 20 Banks and other prudentially regulated bodies RG 254.55 We have also given relief in ASIC Corporations (Regulatory Capital Securities) Instrument 2026/88 to allow the use of a transaction-specific prospectus by authorised deposit-taking institutions, general insurers and life insurers (i.e. banks and other prudentially regulated bodies) when offering ‘capital instruments’ that may convert into ordinary shares in the issuer, its parent or a potential non-operating holding company. Note: see Section B of RG 173. Individual relief for other convertible securities RG 254.56 We may grant relief if an offer for other convertible securities does not fall within the terms of ASIC Instrument 2026/97 (e.g. where conversion results in the holder being issued with securities of a different entity). Applicants must demonstrate that shareholders have been able to obtain sufficient information under the continuous disclosure regime and a transaction- specific prospectus to make an informed decision about both the nature and risks of the convertible securities, and the underlying continuously quoted securities, that are the subject of the offer. Effect of suspensions from quotation and trading halts on ‘continuously quoted securities’ RG 254.57 One part of the definition of ‘continuously quoted securities’ in s9 requires that the relevant continuously quoted securities are in a class of securities (as defined in s92) that were quoted ED securities at all times in the three months before the date of the prospectus. RG 254.58 Securities are in a class of quoted ED securities if: (a) they are issued by a body corporate that is—with its agreement, consent or acquiescence—included in the official list of a declared financial market; and (b) the market’s listing rules (according to their terms) apply to the body for that class of securities. RG 254.59 The Explanatory Memorandum to the Financial Services Reform Bill 2001 notes that it is possible—depending on an individual market’s listing rules— that continuous disclosure may apply when securities are suspended: see para 18.6. Where this is the case, companies that have had continuously quoted securities suspended may still use transaction-specific disclosure subject to the considerations set out in this guide. RG 254.60 As in the case of a suspension, a halt in the trading of continuously quoted securities does not prevent an issuer using transaction-specific disclosure. If Page 21 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 21 the listing rules continue to apply to continuously quoted securities, then the securities may still qualify for the use of transaction-specific disclosure. Content requirements of transaction-specific prospectuses RG 254.61 In addition to the information required under s711 (see Table 3), a transaction-specific prospectus must include: (a) all the information that investors and their professional advisers would reasonably require (and reasonably expect to find in the prospectus) to make an informed assessment of: (i) the effect of the offer on the body (see RG 254.63–RG 254.67 and s713(2)(a)); (ii) the rights and liabilities attaching to the securities offered (s713(2)(c)); and (iii) if the securities are options, the rights and liabilities attaching to both the options themselves and the underlying securities (s713(2)(d)); (b) a statement that explains that the body, as a disclosing entity, is subject to regular reporting and disclosure obligations. The statement should also set out that copies of documents that the body has lodged with ASIC may be obtained from, or inspected at, an ASIC office (s713(3)); (c) unless the body’s most recently lodged annual financial report (and any documents lodged under the body’s continuous disclosure obligations after that financial report was lodged) are supplied with the prospectus, a statement that the annual financial report and any continuous disclosure documents will be supplied on request free of charge (see RG 254.68–RG 254.73 and s713(4)); and (d) information that has been excluded from a continuous disclosure notice in accordance with the listing rules. This includes information that investors would reasonably expect and reasonably require to be included in the prospectus (see s713(5)). RG 254.62 The information in a transaction-specific prospectus must be worded and presented in a ‘clear, concise and effective’ manner: see s715A. Effect of the offer RG 254.63 The transaction-specific prospectus must contain information about the effect the offer will have on the entity: see s713(2)(a). This is as opposed to a prospectus issued under s710, which must include information about the entity’s assets and liabilities, financial position and performance, profits and losses, and prospects. Page 22 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 22 RG 254.64 Under the disclosure regime for listed entities, a disclosing entity must periodically and continuously disclose information to the market about its past performance, present activities and future prospects. This makes it unnecessary for the entity to repeat all that information in full detail when issuing a transaction-specific prospectus. RG 254.65 However, in order to satisfy s713(2), the disclosing entity may have to repeat some information. This is because the entity must still give investors enough information in the transaction-specific prospectus for them to be able to assess the effect of the offer on the entity. RG 254.66 The amount and type of information required will partly depend on the potential impact of the issue on the entity’s structure and operations. This will often vary, depending on the size of the proposed fundraising relative to the entity. RG 254.67 It is not sufficient to merely state that the effect of the offer is to raise capital. A transaction-specific prospectus should include a pro-forma statement of financial position; however, a pro-forma statement of financial position that has been adjusted only to show the impact of a fully subscribed offer may not be sufficient to describe the effect of the offer. Rather, the statement should describe: (a) the changed capital of the company; (b) the use to which the money raised will be put; and (c) the potential effect of the raising of that money on the future of the company. Examples of disclosing the effect of the offer If the aim of the fundraising is to finance the purchase of a new asset that will significantly change the entity’s business or finances, then the entity must fully disclose in the transaction-specific prospectus how the fundraising offer will affect it. This will invariably mean that the entity should fully disclose details of the new asset and its effect on the entity. In such circumstances, the disclosure required may be similar to that prescribed by s710(1). If the fundraising merely aims to retire debt, which will not have a significant effect on the entity’s business or finances, then the level and type of information needed will obviously be less than that needed in the example given in the previous paragraph. However, the entity must still explain how its financial structure will change, or if there will be other material changes after the debt is retired. Page 23 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 23 Right to obtain documents RG 254.68 A transaction-specific prospectus must either inform people of their right to obtain a copy of any of the following documents, or be accompanied by or include a copy of the following documents: (a) the issuer’s most recently lodged annual financial report; (b) the issuer’s most recently lodged sustainability report (if applicable); (c) any half-year financial report lodged after that annual financial report; and (d) any continuous disclosure notices given by the issuer after lodgement of the most recent annual financial report and before the lodgement of the prospectus: see s713(4). RG 254.69 The issuer must give a copy of a transaction-specific prospectus document free of charge to anyone who asks for it during the application period for the prospectus. Statement identifying documents RG 254.70 We consider it is not enough that the issuer simply state that it will supply on request the general types of documents listed in s713(4). At a minimum, the statement must identify each document that is available. It is enough if the entity gives the descriptive title of the document or a description of its content, without summarising the document. RG 254.71 We consider that a statement made by an entity that identifies a document in a way that only satisfies the requirement of s713(4) will not incorporate the document into a transaction-specific prospectus under s712(1)–(2). We consider that a s713(4) statement is not, of itself, intended to make the issuer liable under Pt 6D.3 for those identified documents. This approach is also supported by para 258 of the Explanatory Memorandum to the Corporate Law Reform Bill 1993. RG 254.72 The liability provisions in Pt 6D.3 apply if the issuer positively incorporates this information under s712, or if this information is actually included in the prospectus by way of satisfying the requirements in s713(2) to describe the effect of the offer or the rights attaching to the securities, options or underlying securities. Responding to a request for documents RG 254.73 An issuer of a transaction-specific prospectus must supply a copy of a document referred to in the s713(4) statement free of charge to a person who asks for it during the application period for the prospectus. The issuer should supply the documents requested within a reasonable time of receiving the Page 24 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 24 relevant request. This is so the investor has enough time to consider the material before deciding to invest. Previously excluded information RG 254.74 An issuer must disclose in its transaction-specific prospectus information that has been excluded from a continuous disclosure notice. This includes information that: (a) has not been disclosed under the continuous disclosure requirements of the listing rules of a declared financial market because those listing rules expressly or implicitly excluded the information from disclosure (see s713(5)(a)); and (b) investors and their professional advisers would reasonably require, but only to the extent it is reasonable for the investor and their adviser to expect to find the information included in the transaction-specific prospectus so that they can assess: (i) the entity’s assets and liabilities, financial position and prospects; and (ii) the rights and liabilities attaching to the securities (this is a reflection of the requirement in s710(1) for historical information that has never been disclosed to the market) (see s713(5)(b)). RG 254.75 A focus on identifying this information should form part of the due diligence process for reviewing the disclosure document. Our review of transaction-specific disclosure RG 254.76 In circumstances where we choose to review a transaction-specific prospectus, we will carefully consider—in addition to the transaction- specific prospectus itself—any other disclosure (including but not limited to marketing material) the issuer makes to the market at or around the time the transaction-specific prospectus is lodged with ASIC. ASIC’s exclusion powers—s713(6) RG 254.77 ASIC has the power to exclude an issuer from using a s713 prospectus with the result that an issuer cannot use a transaction-specific prospectus during the period ASIC specifies: see s713(6). We may exercise this power whenever we become aware that, in the previous 12 months, the issuer has not complied with any or all of its disclosure obligations to: (a) prepare audited financial reports (Ch 2M); (b) correct a defective issuer’s cleansing notice (s708AA(10) and 708A(9)); Page 25 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 25 (c) provide continuous disclosure (s674(2), 674A(2), 675(2) and 675A(2)); (d) ensure there are no false or misleading statements (see s1308) in an issuer’s ‘cleansing notice’ required by s708AA(2) or 708A(5); (e) ensure it does not prepare defective disclosure documents (s724); and (f) ensure there are no misstatements in, or omissions from, a disclosure document (s728). RG 254.78 For instance, we might use ASIC’s exclusion powers to prevent an issuer from using the transaction-specific prospectus regime if the entity’s continuously quoted securities are suspended from quotation or are the subject of a trading halt and we have concerns that the entity has not complied with its continuous disclosure obligations. RG 254.79 We may use ASIC’s exclusion powers after raising concerns with or taking other action against an issuer. However, we do not have to take other action to use ASIC’s exclusion powers. RG 254.80 Before exercising ASIC’s exclusion powers, we will generally offer the issuer an opportunity to make submissions about whether the determination should be made. We will not usually regard it as a sufficient argument against making a determination that the breach of the relevant obligation has since been rectified in some way. For example, if an issuer has contravened s319(1) by not lodging its annual financial report within the statutory time period, an argument that the annual financial report has subsequently been lodged will not of itself be sufficient to satisfy our concerns. RG 254.81 Each determination is required to be published in the ASIC Gazette: see s713(6). We will also send the determination to the operator of the market on which the issuer is listed to ensure the operator is aware of the determination for its supervision of listed entities and for market transparency. RG 254.82 A disclosing entity should consider, at the time it becomes aware of its failure to comply with the provisions and after a determination is made, whether it has an obligation to disclose any information to comply with its continuous disclosure obligations. RG 254.83 A determination made by us under s713(6) will generally exclude an issuer from using transaction-specific disclosure for 12 months from the date of the determination. Relief from enhanced disclosure provisions RG 254.84 An issuer can only use transaction-specific disclosure if it has not received relief from specific disclosure provisions at any time during the 12 months before the issue of the transaction-specific prospectus: see para (b) of the Page 26 REGULATORY GUIDE 254: Offering securities under a disclosure document © Australian Securities and Investments Commission April 2026 Page 26 definition of ‘continuously quoted securities’ in s9. This means that, without relief, the issuer may not use a transaction-specific prospectus if it receive