ASIC RG 6 — ASIC Regulatory Guide – RG 6 Takeovers: Exceptions to the general prohibition

Page 1 REGULATORY GUIDE 6 Takeovers: Exceptions to the general prohibition July 2026 About this guide This guide is for listed and unlisted entities, investors and their advisers seeking to rely on certain exceptions to the general prohibition in s606 of the Corporations Act in connection with a transaction, acquisition or corporate action. It explains how we administer the exceptions and how we may exercise our discretionary powers in relation to the exceptions—including modifying their operation and granting exemptions where appropriate. Page 2 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 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 for the results of a research project. Document history This guide was issued in July 2026 and is based on legislation and regulations as at the date of issue. Previous version:  Superseded Regulatory Guide 6, issued in June 2013 and reissued in October 2020 and March 2024. 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, as it is your responsibility to determine 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 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 3 Contents A Overview .................................................................................................4 Purpose of this guide ...............................................................................4 The general prohibition in s606 ...............................................................5 Exceptions to the general prohibition ......................................................6 ASIC’s role .............................................................................................11 Summary of our guidance......................................................................11 Other guidance you may need to consider ............................................13 B On-market purchases during the bid period.....................................14 The exceptions for on-market purchases of bid class securities and convertible securities .............................................................................14 C Creeping acquisitions .........................................................................17 The 3% creep exception ........................................................................17 Combining the 3% creep exception with other exceptions ....................18 The 3% creep exception and the efficient market principle ...................19 Dilution below 19% voting power ...........................................................19 D Rights issues .......................................................................................22 The rights issue exception .....................................................................22 Accelerated rights issues .......................................................................23 Rights issues and underwriting: Unacceptable circumstances .............25 Shortfall facilities ....................................................................................30 Offers to foreign holders: The nominee procedure ................................31 E Underwriting .........................................................................................36 The exceptions for underwriting ............................................................36 What is underwriting? ............................................................................38 Arrangements not considered underwriting ...........................................39 Related party underwriting: Member approval.......................................41 Underwriting a dividend reinvestment plan............................................43 F Acquisitions by brokers: Client facilitation ......................................45 Acquisitions by brokers acting as principal for client facilitation purposes ................................................................................................45 Substantial holding disclosure ...............................................................48 G Share transfers under s444GA ...........................................................49 Share transfers under s444GA ..............................................................49 ASIC relief: From s606 for share transfers ............................................50 The expert’s report .................................................................................50 Key terms .....................................................................................................52 Related information .....................................................................................55 Page 4 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 4 A Overview Key points The takeover provisions in Ch 6 of the Corporations Act 2001 (Corporations Act) impose a general prohibition restricting a person’s ability to acquire further voting power above a 20% threshold—subject to certain exceptions set out in s611. The objectives of the takeover provisions are set out in s602. ASIC reviews and monitors acquisitions and corporate actions involving reliance on the exceptions. ASIC also has the power to supplement and modify the exceptions by way of legislative instruments and individual relief. This guide outlines the requirements of, and principles underlying, a number of the exceptions, and discusses our regulatory approach to the administration of the provisions and ASIC’s discretionary powers. Purpose of this guide RG 6.1 This guide aims to assist investors and their advisers seeking to rely on certain exceptions in s611 or to make acquisitions that otherwise attract the operation of s606. It discusses: (a) the requirements and principles underlying some of the exceptions; (b) our regulatory approach to the administration of the exceptions— including common issues we may consider when deciding whether to apply to the Takeovers Panel for a declaration of unacceptable circumstances or to take other regulatory action in relation to an acquisition or transaction; and (c) the exemptions and modifications we have made to certain provisions of Ch 6 and some of the circumstances in which ASIC may exercise its discretionary powers on a case-by-case basis. Note: In this guide, references to sections (s), clauses (cl), chapters (Ch), divisions (Div), subdivisions (Subdiv) and parts (Pt) are to the Corporations Act, unless otherwise specified. References to regulations (reg) and schedules (Sch) are to the Corporations Regulations 2001 (Corporations Regulations), unless otherwise specified. RG 6.2 This guide is one of a number of guides we have published relating to the exceptions in s611. Table 1 summarises each of the exceptions and sets out which of the exceptions are discussed in this guide and which are discussed in more detail in other guides. Page 5 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 5 The general prohibition in s606 RG 6.3 The takeover provisions regulate acquisitions that may have an effect on the control of certain entities. They apply to acquisitions in: (a) listed companies; (b) listed registered schemes; (c) other listed bodies incorporated or formed in Australia; and (d) unlisted companies with more than 50 members: see s603, 604 and 606. RG 6.4 Central to the structure of the takeover provisions is the ‘general prohibition’ set out in s606. Subject to certain exceptions, s606(1) prohibits a person acquiring a relevant interest in voting shares or interests through a transaction in relation to securities that increases that person’s, or someone else’s, voting power in a regulated entity: (a) from 20% or below to more than 20%; or (b) from a starting point that is above 20% and below 90%. Note: For further discussion on the concepts of relevant interests, association and voting power see Regulatory Guide 5 Relevant interests and deemed economic interests (RG 5). RG 6.5 Subject to the same exceptions, s606(2) prohibits a person acquiring a legal or equitable interest in securities that results in another person acquiring a relevant interest in voting shares or interests and increases someone’s voting power above the same levels referred to in s606(1) and RG 6.4. RG 6.6 The general prohibition in s606 underpins the regulatory framework of the takeover provisions by ensuring that acquisitions of voting power above the 20% level can occur only in the manner or circumstances permitted under Ch 6. The overall objective of these regulatory controls is to ensure that: (a) the acquisition of control takes place in an efficient, competitive and informed market; (b) the holders of shares or interests, and the directors of the company, body or responsible entity: (i) know the identity of any person who proposes to acquire a substantial interest in the company, body or scheme; (ii) have a reasonable amount of time to consider the proposal; and (iii) are given enough information to enable them to assess the merits of the proposal; (c) as far as practicable, the holders of voting shares and interests all have a reasonable and equal opportunity to participate in any benefits accruing to the holders through any proposal under which a person would acquire a substantial interest in the company, body or scheme; and Page 6 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 6 (d) an appropriate procedure is followed as a preliminary to compulsory acquisition of voting shares, interests or any other kind of securities under Pt 6A.1 (see s602). The takeover threshold RG 6.7 As the initial point at which the general prohibition comes into operation, the 20% voting power level is often referred to as the ‘takeover threshold’. The takeover threshold is intended to reflect a level of voting power that generally falls short of the point beyond which control of the entity could be said to have passed. The setting of the takeover threshold recognises that ‘practical’ or ‘effective’ control of an entity may pass well below majority voting power. RG 6.8 The takeover threshold is based on the concept of ‘voting power’, which encompasses the votes attached to voting shares or interests in which a person has a relevant interest and in which any associates of the person have a relevant interest. In this way, the takeover provisions apply to the acquisition of control both by persons acting alone and by groups of people associated by their relationship, common interests or concerted objectives with respect to an entity. The concepts of relevant interests, associates and voting power are discussed further in RG 5. RG 6.9 Although the general prohibition in s606 applies above the takeover threshold, it does not operate to prohibit acquisitions that increase a person’s voting power from a point between 90% and 100%. A person acquiring further voting power in this range is likely to be seeking the benefits of full ownership and may be entitled to acquire outstanding shares or interests under the compulsory acquisition provisions: see Regulatory Guide 10 Compulsory acquisitions and buyouts (RG 10). Offers and invitations RG 6.10 The general prohibition extends to offers and invitations that may lead to a prohibited acquisition. Under s606(4), a person is prohibited from making, or causing to be made, an offer or invitation that would contravene s606(1) or (2) if accepted (or if an offer were made in response and that offer accepted). Exceptions to the general prohibition RG 6.11 Section 611 of the Corporations Act sets out an itemised table of exceptions to the general prohibition in s606. A summary of these exceptions is included in Table 1. Page 7 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 7 RG 6.12 The exceptions apply to a variety of procedures and circumstances and the particular principles and purposes underlying each of the exceptions vary accordingly. However, the exceptions form part of the legislative scheme of Ch 6 and the overall objectives of the chapter are relevant to the underlying policy of each individual exception. RG 6.13 For example, the exceptions for acquisitions under or during a takeover bid are designed to permit the acquisition of control through procedures that accord with the principles set out in s602. Other exceptions may provide for acquisitions under specified procedures or circumstances: (a) on the basis that the particular procedures or circumstances provide some justification for relaxing or altering the application of one or more of the principles in s602; and/or (b) to ensure the takeover provisions do not legally prevent certain corporate actions or acquisitions, many of which are not typically concerned with control. RG 6.14 Even though the general prohibition does not apply to acquisitions made in accordance with an exception in s611, acquisitions of this kind may still give rise to unacceptable circumstances when considered in light of the principles and purposes underlying the particular exception and Ch 6 overall: see s657A. Note: Given the variety of principles underlying the individual exceptions, acquirers should be cautious when seeking to rely on the exceptions in combination. See Regulatory Guide 74 Acquisitions approved by members (RG 74) at Section E, and RG 6.45–RG 6.46. ASIC exemptions and modifications RG 6.15 ASIC has a general power to provide exemptions from, or modifications to, the provisions of Ch 6—including the general prohibition in s606 and the exceptions in s611: see s655A. If a proposed acquisition does not fall within the terms of an existing exception, a person may request that ASIC provide relief under this power. ASIC has also issued a number of legislative instruments under this power that apply generally to all or specified persons. RG 6.16 ASIC’s exemption and modification powers provide further flexibility to the regulatory framework for takeovers while maintaining consistency with its overall objectives. When deciding whether to make an exemption or declaration, ASIC considers the purposes of Ch 6 set out in s602: see s655A(2). RG 6.17 The summary of the exceptions in Table 1 includes the various exceptions to the general prohibition and modifications made by legislative instrument. The table also includes cross-references to further guidance, relevant to each exception, in this and other ASIC regulatory guides. Page 8 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 8 Table 1: Summary of the exceptions to s606 Exception Reference Description Guidance Takeover bids and related acquisitions Acceptance of a takeover offer Item 1 An acquisition of bid class securities resulting from the acceptance of an offer under a takeover bid. Regulatory Guide 9 Takeover bids (RG 9) On-market purchase during bid period Item 2 An on-market acquisition by or on behalf of a bidder during the bid period for a full takeover bid that is unconditional or subject only to certain ‘prescribed’ conditions. RG 6.30–RG 6.40 Convertible securities purchased on- market during the bid period Item 3 An acquisition resulting from the exercise of convertible securities acquired by or on behalf of a bidder during the bid period for a full takeover bid that is unconditional or subject only to certain ‘prescribed’ conditions. RG 6.40 Target holder acquiring bidder scrip under a bid Item 4 An acquisition resulting from acceptance of an offer under a takeover bid where the consideration includes voting shares or interests. Note: This exception may be relied on in a ‘reverse takeover’. In the context of schemes, Regulatory Guide 60 Schemes of arrangement (RG 60) at ‘Reverse takeovers achieved by a scheme’ in Section C Acquisitions by approval Schemes of arrangement Item 17 An acquisition resulting from a compromise or arrangement approved by the court under Pt 5.1 of the Corporations Act. RG 60 Acquisitions approved by members Item 7 An acquisition previously approved by a resolution passed at a general meeting by members of the entity independent of the acquisition, where the members have been given all information material to the decision on how to vote on the resolution—including certain prescribed information. RG 74 Creeping acquisitions 3% creep in six months Item 9 If a person has maintained voting power of at least 19% for six months, acquisitions increasing their voting power to a point no more than 3% higher than it was six months prior are permitted. RG 6.41–RG 6.59 Page 9 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 9 Exception Reference Description Guidance Fundraising related acquisitions Traditional rights issues Item 10 and s615 An acquisition under identical pro rata offers where a reasonable opportunity for acceptance has been given and agreements to issue are entered into after the specified closing time of the offer. This includes underwriting and sub- underwriting. RG 6.60–RG 6.160 Accelerated rights issues Item 10A (inserted by ASIC Corporations (Takeovers— Accelerated Rights Issuer) Instrument 2026/102) and s615 An acquisition under an offer that would fall within the traditional rights issue exception in item 10, except that the offer to certain investors occurs on an accelerated basis, or incorporates a retail-only rights trading component, provided the securities are issued to the accelerated investors no more than two months earlier than other investors. RG 6.60–RG 6.160 Dividend/ distribution reinvestment plans, bonus share plans and switching facilities Item 11 An acquisition under a dividend reinvestment plan, bonus share plan, distribution reinvestment plan or switching facility that is made available to all members (excluding foreign holders where appropriate). RG 6.161–RG 6.169 Issue to promoter under first prospectus Item 12 An acquisition resulting from issues to a promoter under the first disclosure document issued by the company where the effect of the acquisition on voting power is disclosed. N/A Acquisitions by underwriters Item 13 An acquisition resulting from issues under a disclosure document to a person as underwriter or sub-underwriter where the effect of the acquisition on voting power is disclosed. RG 6.73–RG 6.91 and RG 6.125–RG 6.160 Buybacks Buybacks Item 19 An acquisition resulting from a buyback authorised by s257A. Regulatory Guide 110 Share buy-backs (RG 110) at ‘Changes in control’ in Section E On-market buybacks by ASX- listed schemes Item 19A (inserted by ASIC Corporations (ASX- listed Schemes On- market Buy-backs) Instrument 2016/1159) An acquisition resulting from the responsible entity of a registered scheme buying interests in the scheme in accordance with Pt 5C.6A of the Corporations Act, as notionally inserted by ASIC Instrument 2016/1159. Regulatory Guide 101 Managed investment scheme buy-backs (RG 101) Page 10 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 10 Exception Reference Description Guidance Downstream acquisitions Downstream acquisition through listed body corporate Item 14, ASIC Corporations (Approved Foreign Markets—Buy- backs and Takeovers) Instrument 2026/104 An acquisition resulting from another acquisition of relevant interests in a body corporate where the body corporate is listed on a prescribed financial market or a foreign market approved by ASIC. Regulatory Guide 71 Downstream acquisitions (RG 71) Acquisitions in other circumstances Acquisitions by will or operation of law Item 15 An acquisition of shares or interests through a will or through operation of law. N/A Forfeited shares Item 16 An acquisition resulting from an auction of forfeited shares conducted on-market. See also s254Q. N/A Newly formed companies Item 8 An acquisition resulting from the issue of securities in a company that has not started to carry on any business and has not borrowed any money. N/A Acquisitions relating to enforcement of security interests Item 6, s609(1) An acquisition resulting from the exercise by a person of a power, or appointment as a receiver and/or manager under an instrument or agreement creating a security interest—provided:  the ordinary business of the person who took the security interest, or for whose benefit the security interest was taken, is the provision of financial accommodation; and  the security interest was taken in the ordinary course of that business and on ordinary commercial terms. RG 5 at ‘The financial accommodation exception’ in Section B Arrangement in liquidation Item 18 An acquisition of securities made under an arrangement entered into by a liquidator under s507. N/A Prescribed exceptions Item 20, regs 6.2.01–6.2.02, and Sch 3 to the Corporations Regulations An acquisition made in a manner, or in the circumstances, prescribed. Acquisitions of relevant interests in certain types of body corporate and acquisitions resulting from a person holding certain public offices are prescribed. N/A Note: Full titles of the legislative instruments referred to in this table are listed in the related information section of this guide. Page 11 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 11 ASIC’s role RG 6.18 ASIC has a broad regulatory role in relation to the administration of both Ch 6 and many of the transactions to which the exceptions in s611 relate. RG 6.19 We regularly review and monitor transactions to ensure compliance with the provisions and the purposes of Ch 6—including transactions involving reliance on an exception. If we are concerned that a transaction or proposal does not comply, or may be contrary to the principles and purposes underlying a particular exception or Ch 6 generally, we may make inquiries of the parties. If we are unable to resolve our concerns we may take further action, including applying to the Takeovers Panel for a declaration of unacceptable circumstances. RG 6.20 Our broad regulatory role means that we may raise Ch 6 issues when we are aware of, or are considering, the transaction for another reason. For example, we may consider whether the terms or structure of a fundraising might give rise to unacceptable circumstances when a prospectus or Product Disclosure Statement (PDS) for the offer is lodged with us under Ch 6D or Pt 7.9. RG 6.21 In addition to ASIC’s general exemption and modification power discussed at RG 6.15–RG 6.17, ASIC also has specific approval and consent powers relating to particular exceptions: see s615(1)(a), s615(2)(a), 619(3)(a) and item 14(b). Note: In this guide, references to items (e.g. item 14(b), item 10) are references to items in s611 (as notionally modified by legislative instrument, where relevant), unless otherwise specified. RG 6.22 Our regulatory role and approach under Ch 6 are further discussed (in the context of the takeover bid procedure) in RG 9. Summary of our guidance RG 6.23 Table 2 sets out a summary of the issues addressed in this guide, together with cross-references to the relevant section discussing each issue. Table 2: Summary of our guidance in this guide on the exceptions to the general prohibition in s606 Topic What our guidance covers Reference On-market purchases during the bid period We discuss the exceptions for acquisitions made by a bidder on market during the bid period of a market or off-market bid and our relief modifying the conditions that must apply to the bid. Section B Page 12 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 12 Topic What our guidance covers Reference Creeping acquisitions We discuss the operation of the 3% creep exception in item 9 and the principles underlying the exception. We also explain when we may give relief to rely on the exception in the case of an involuntary dilution. Section C Rights issues We discuss the rights issue exception in item 10 and our extension of the exception to cover certain non-traditional rights issues. We also discuss:  when we may consider applying to the Takeovers Panel (or taking other regulatory action) on the grounds that the terms, structure or arrangements associated with a rights issue may give rise to unacceptable circumstances;  the relief we may give for shortfall facilities; and  the nominee procedure for foreign holders, including our relief clarifying which holders the procedure may apply to, individual relief we may provide from the procedure for certain non- renounceable offers and our approach to determining requests for ASIC approval of nominees under s615(a). Section D Underwriting We outline our views on the types of arrangements that constitute underwriting for the purposes of the rights issue exceptions in items 10 and 10A and the exception in item 13. We also discuss:  when underwriting arrangements may give rise to unacceptable circumstances and may require approval under the related party provisions in Ch 2E; and  when we may give Ch 6 relief for underwriting a dividend reinvestment plan. Section E Acquisitions by brokers as principal We discuss the relief we may provide for acquisitions by brokers acting as principal for client facilitation purposes. Section F Share transfers under s444GA of the Corporations Act We discuss the operation of s606 for share transfers under s444GA and explain when we may grant relief from the general prohibition Section G Application to listed registered managed investment schemes RG 6.24 Chapter 6 applies to listed registered schemes as well as companies. Adjustments to the provisions in Ch 6 that take account of the different features of managed investment schemes are set out in s12(3), 604 and 610(5). RG 6.25 Discussion in this guide should be taken to apply to both companies and listed registered schemes, unless otherwise indicated. Page 13 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 13 Other guidance you may need to consider RG 6.26 This guide discusses various aspects of the general prohibitions and the exceptions which apply. Some of our other guidance relating to the takeovers and substantial holding provisions may also be relevant to issues raised in this guide—in particular: (a) RG 5; (b) RG 9; and (c) Regulatory Guide 111 Content of expert reports (RG 111). RG 6.27 In addition to the relief discussed in this guide, we may also consider relief from the general prohibition to allow holders of parcels of shares greater than 20% to conduct a sale of the parcel through a tender process, subject to certain conditions. RG 6.28 Applicants for relief discussed in this guide should also consider our guidance on relief applications in Regulatory Guide 51 Applications for relief (RG 51). RG 6.29 Investors and their advisers should also consider any guidance issued by the Takeovers Panel. Page 14 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 14 B On-market purchases during the bid period Key points Item 2 allows a bidder to make on-market purchases of bid class securities during the bid period in certain circumstances, even if these purchases may result in acquisitions above the takeover threshold. Item 3 allows acquisitions resulting from the exercise of convertible securities acquired in similar circumstances. We have modified items 2 and 3 to make it clear that these exceptions apply even if the bid is subject to: • a condition that an event in s652C(1) and (2) does not occur; or • the statutory quotation condition in s625(3). The exceptions for on-market purchases of bid class securities and convertible securities RG 6.30 Where a bidder has made a full takeover bid that is unconditional, or subject only to certain ‘prescribed’ conditions, the bidder is exempt from the general prohibition in s606 when acquiring relevant interests in bid class securities: (a) as a result of an on-market transaction during the bid period (item 2); or (b) as a direct result of the exercise of convertible securities acquired through an on-market transaction during the bid period (item 3). RG 6.31 A bidder in this situation may therefore make on-market purchases of bid class securities during the bid period for a market bid or an off-market bid, even if it may acquire relevant interests above the takeover threshold. On- market purchases are exempt from the prohibition on collateral benefits, which may prevent many other kinds of purchases by the bidder and its associates outside the takeover bid during the offer period (or the bid period in the case of market bids): see s623(1), (2) and (3)(b) and ASIC Corporations (Takeover Bids) Instrument 2023/683. Note: A bidder may not be able to make on-market purchases of bid class securities at a price other than the bid price until an announcement has been made in accordance with the market integrity rules applicable to the relevant financial market. See Rule 5.13.1 of the ASIC Market Integrity Rules (Securities Markets) 2017 (Securities Markets Rules). RG 6.32 A transaction is ‘on market’ if it is effected on a prescribed financial market in a way defined as such in rules governing the operation of the relevant market: see s9. In the case of trading on prescribed financial markets, the transactions taken to be ‘on market’ transactions for the purposes of the exceptions are those defined in Rule 1.4.3 of the Securities Markets Rules. Note: In the case of markets where there is no relevant definition, a transaction is ‘on market’ if effected in the ordinary course of trading on the market. See definition of ‘on- market’ in s9. Page 15 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 15 RG 6.33 The restriction to ‘on market’ transactions reflects a general principle that transactions should not fall within the exceptions, even if they are effected through a prescribed financial market, if they have been ‘pre-arranged’ between the principals. Timing of acquisitions RG 6.34 Items 2 and 3 apply to securities purchased during the bid period. The bid period: (a) for an off-market bid, runs from the time the bidder’s statement is given to the target under item 3 of s633(1) until the end of the offer period (unless no offers are ultimately made, in which case it ends after one month); and (b) for a market bid, runs from the time the bid is announced to the relevant financial market until the end of the offer period (s9). RG 6.35 If the exceptions in items 2 or 3 apply to an acquisition, but the bidder fails to send offers within 28 days of giving the bidder’s statement to the target as required by item 6 of s633(1), the bidder is not entitled to exercise voting rights attached to the shares or interests: see s613. The effect of on-market purchases on the bid terms RG 6.36 On-market purchases made by a bidder may affect the consideration that must be offered under the bid. RG 6.37 Under s621(3), the consideration offered under a bid must equal or exceed the maximum consideration that the bidder or an associate provided, or agreed to provide, for bid class securities in the four months before the date of the bid. In the case of an off-market bid this is the date on which the offers are first made: see the definition of ‘date’ in s9. RG 6.38 Additionally, when on-market purchases are made during the bid period for an off-market bid the terms of the offers and any takeover contracts will automatically be varied under s651A, unless the consideration (or one of the alternative forms of consideration) on offer under the bid is ‘all cash’ and the on-market purchases are made at or below that cash sum. RG 6.39 Unaccepted offers that include a form of consideration consisting solely of a cash sum are varied under s651A so that the cash sum is increased to the higher purchase price paid on-market. Holders who have already accepted an offer for all cash, or an all cash alternative, are entitled to receive the higher cash sum. Page 16 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 16 RG 6.40 Where non-cash consideration is offered, any holder who has accepted the non-cash consideration, or who accepts the non-cash consideration during the bid period (whether an all cash alternative is available or not) may elect after the offer period to receive instead a cash sum equivalent to the on- market purchase price per security. Note: The bidder must give the holder written notice of their right to make the election within 14 days of the end of the offer period, and the election must be made by return written notice within one month of the notice being received: see s651A(4)(c) and 651B. Page 17 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 17 C Creeping acquisitions Key points Item 9 provides an exception to the general prohibition that permits acquisitions that increase a person’s voting power to a point no greater than 3% higher than it was six months before, provided the person’s voting power has been 19% or higher since that time. Increases under item 9 are not cumulative with other exceptions in s611. The exception allows a person to gradually increase their voting power over time. A key premise underlying the exception is that persons affected by the increase should have sufficient time to consider its impact. Where a person has failed to comply with requirements to publicly disclose their voting power, reliance on the exception may give rise to unacceptable circumstances. We may give relief to preserve a person’s ability to rely on item 9 when that person’s voting power has been involuntarily diluted to a point below 19% during the previous six months. The 3% creep exception RG 6.41 Under item 9 an acquisition by a person is exempt from s606 if: (a) throughout the six months before the acquisition that person, or any other person, has had voting power in the company of at least 19%; and (b) as a result of the acquisition, none of the persons referred to in RG 6.41(a) would have voting power in the company more than 3% higher than they had six months before the acquisition. RG 6.42 This exception to the general prohibition is often referred to as the ‘3% creep exception’. The 3% creep exception was originally introduced as an alternative procedure to a takeover bid—allowing persons who may be seeking to acquire a level of control over an entity to do so through gradual increases in their interests over time. The purpose of the exception at the time of its introduction was to limit the speed with which control of companies could be acquired other than by formal takeover or similar procedures that ensure equality of opportunity. A key premise underlying the rationale for permitting only gradual increases in voting power under the exception is that any change in control should occur slowly enough for those affected to make informed decisions in response: see also RG 6.47–RG 6.50. RG 6.43 In the absence of any other changes to a person’s voting power and the voting capital of a company, the 3% creep exception allows a person to increase their holding by 3% every six months from a starting point above Page 18 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 18 19%. However, the exception is not designed to automatically allow a person to make unrestricted acquisitions of 3% every six months irrespective of the circumstances. The exception is cast in terms of two basic features, which depend on voting power over time: (a) voting power must have been maintained above 19% for a continuous period of six months prior to any acquisition in reliance on the exception; and (b) the extent to which a person may increase their interests under the exception depends on the voting power of the relevant person or persons as at the date six months prior to the acquisition. RG 6.44 An example of the application of the 3% creep exception is set out below. Example: The 3% creep exception On 1 January, a major shareholder agrees to purchase a number of shares in ABC Ltd from another shareholder. As a result the major holder’s voting power increases from 18.0% to 19.9%. On 1 March, ABC Ltd issues new shares under a placement to a third party. This dilutes the major holder’s voting power back to 19.0%. On 5 July, the major holder makes on-market purchases totalling 3.9% of ABC Ltd. These acquisitions are permitted under the 3% creep exception (even though they relate to more than 3% of ABC Ltd) because the major holder’s resulting voting power of 22.9% is no more than 3% higher than their voting power of 19.9% exactly six months before. Combining the 3% creep exception with other exceptions RG 6.45 One result of the particular formulation of the 3% creep exception is that it is not cumulative with the other exceptions in s611. For example, to determine today how far a person’s voting power is above the level it was six months prior (and therefore how much further a person may be able to ‘creep’), the following must be counted: (a) any voting shares or interests acquired in the previous six months under a rights issue to which the exception in item 10 applied; and (b) any other securities contributing to voting power. Similarly, acquisitions as an underwriter or sub-underwriter in reliance on item 13 must also be counted. RG 6.46 We will not give relief to allow a holder to exclude from the 3% calculation in item 9(b) securities or interests acquired in reliance on other exceptions in s611. Allowing a holder to acquire a further 3% immediately following an acquisition under another exception in s611 does not promote the policy underlying the 3% creep exception, which is premised on a gradual increase in voting power over time. Page 19 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 19 The 3% creep exception and the efficient market principle RG 6.47 One of the purposes of Ch 6 of the Corporations Act is to ensure that acquisitions of control over voting shares and interests take place in an efficient, competitive and informed market: see s602(a). RG 6.48 If a person has made, or may be in a position to make, acquisitions in a listed entity in reliance on the 3% creep exception, the market should generally be aware of that fact as a result of the substantial holding disclosure requirements in Pt 6C.1 (and, in some circumstances, other market or public disclosure requirements). RG 6.49 Creeping acquisitions and strategies may have a significant impact on the market for securities in the relevant entity and the decision making of other investors and interested parties. Full and ongoing compliance with the substantial holding and other disclosure requirements is therefore essential to ensuring that acquisitions under the 3% creep exception take place: (a) as far as practicable, in an efficient, competitive and informed market: see s602(a); and (b) in accordance with the underlying policy of the 3% creep exception, which is premised on gradual and open increases in voting power occurring slowly enough for those affected to make informed decisions (see RG 6.42). RG 6.50 Acquisitions made in reliance on the 3% creep exception may give rise to unacceptable circumstances if a failure by the acquirer to comply with their disclosure or other obligations means that the acquisition may not have occurred in a fully informed market. We may apply to the Takeovers Panel if an acquirer purports to rely on the 3% creep exception in these circumstances. Note: See World Oil Resources Limited [2013] ATP 1 at [229]–[230], CMI Limited [2011] ATP 4 at [128] and Orion Telecommunications Limited [2006] ATP 23 at [117]. See also The President’s Club Limited [2012] ATP 10 at [100]–[101]. Dilution below 19% voting power RG 6.51 A person’s voting power must have been at 19% or above in the previous six months to rely on the 3% creep exception: item 9(a). If a person’s voting power has fallen below 19% at any point in the previous six months, they will no longer be able to rely on the exception. ASIC relief: Involuntary dilution RG 6.52 We may give relief to allow a substantial holder to rely on the 3% creep exception if the substantial holder: Page 20 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 20 (a) has had its voting power diluted to below 19% during the six months immediately before an acquisition; and (b) did not have the opportunity to participate in the diluting issue of securities on terms no less favourable than those available to other holders. RG 6.53 Our relief preserves a substantial holder’s ability to make the further acquisitions under the 3% creep exception even with the involuntary dilution of their voting power. When we will not give relief RG 6.54 We will not give relief if the substantial holder could have maintained a minimum voting power of 19% by taking up an opportunity on terms no less favourable than those available to other holders. For example, we will not give relief if the substantial holder chose not to participate in a rights issue made in accordance with item 10 or a dividend reinvestment plan complying with item 11. RG 6.55 We will also not give relief to allow a substantial holder to rely on the 3% creep exception if the holder’s voting power was diluted more than six months before the proposed acquisition. This time limit is designed to minimise uncertainty for the market in understanding when a substantial holder might be able to rely on the 3% creep exception and to ensure that creeping acquisitions take place as far as possible in an efficient, competitive and informed market: see s602(a). In the absence of a specified time limit, a person may be able to seek relief for an involuntary dilution indefinitely. The six-month period mirrors the rolling reference period in item 9 and provides a reasonable opportunity for the substantial holder to consider and act upon the consequences of the involuntary dilution. RG 6.56 We may also refuse to grant relief where the proposed acquirer has failed to disclose to the market details of their voting power or other information relating to their holding required under the Corporations Act: see RG 6.47– RG 6.50. Involuntary dilution above 19% voting power RG 6.57 The 3% creep exception allows for net increases of 3% in a person’s voting power every six months, as the extent of a person’s ability to make further acquisitions under the exception depends on the level of voting power six months prior. RG 6.58 Provided a substantial holder’s voting power remains at or above 19% at all times, an immediate reduction in voting power (through disposal, involuntary dilution or otherwise) will not: Page 21 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 21 (a) affect the next date from which the substantial holder is able to increase their voting power under the exception; or (b) reduce the level of voting power the substantial holder may attain under the exception on that date. This aspect of the 3% creep exception is illustrated in the example at RG 6.44. RG 6.59 Our relief for involuntary dilution is intended to facilitate a ‘threshold creep’ rather than a ‘continuing creep’ situation. Where a person’s voting power has been diluted to a level of 19% or above, we will not generally give relief to allow the person to rely on the 3% creep exception in the future as if the dilution had not occurred (i.e. so that the level to which the person is able to creep in six months’ time is unaffected). Page 22 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 22 D Rights issues Key points Item 10 provides an exception for acquisitions under a rights issue that complies with certain requirements. It extends to acquisitions under an associated underwriting arrangement. We have modified s611 by giving relief to introduce item 10A for accelerated rights issues that meet certain requirements. We may examine rights issues and underwriting arrangements to see whether they may be designed to avoid the purposes of Ch 6 or have an unacceptable control effect. If we have concerns we will raise them with the relevant parties and may take regulatory action—including making an application to the Takeovers Panel for a declaration of unacceptable circumstances. We will consider individual relief to allow acquisitions under a shortfall facility offered in connection with a rights issue. We approve nominees for foreign holders excluded from a rights issue under s615(a), and will consider both the appropriateness of the nominee and the circumstances of the rights issue. We have provided relief clarifying that the nominee procedure need not be applied to exclude all foreign holders from the rights issue and that we will consider individual relief from the procedure in non-renounceable offers. The rights issue exception RG 6.60 Item 10 provides an exception from the general prohibition for acquisitions resulting from pro rata rights issues that comply with certain requirements. These requirements are set out in Table 3. Table 3: Requirements of the rights issue exception: item 10 Requirement Summary Terms Offers must be to issue securities in a particular class on issue in the entity. Offers must be made to every person who holds securities in the class to issue them with the percentage of the securities (to be issued) being the same as the percentage in the class they hold before the issue. The terms of all the offers must be the same. Timing All holders must have a reasonable opportunity to accept the offers. Agreements to issue must not be entered into until a specified time for acceptances of offers has closed. Page 23 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 23 RG 6.61 The rights issue exception ensures that the regulatory framework governing control transactions does not overly inhibit an entity’s ability to raise capital under a rights issue. The nature of a rights issue is key to the underlying policy basis for the exception. Under a rights issue: (a) each holder has an equal opportunity to avoid dilution of their existing holding by participating in the offer; and (b) compared to other issues of securities, it is less likely that any one holder’s percentage holding will increase substantially. Underwriting RG 6.62 The rights issue exception expressly extends to an acquisition by a person as underwriter or sub-underwriter (see RG 6.125–RG 6.160 for further discussion of underwriting and sub-underwriting) to the rights issue. This allows for the possibility that there is a substantial shortfall in subscriptions under a bona fide rights issue. RG 6.63 If the rights issue is offered under a disclosure document, an underwriter or sub-underwriter may also have the benefit of the exception in item 13 for acquisitions resulting from the underwriting arrangement (the underwriting exception): see RG 6.125–RG 6.132. RG 6.64 An underwriter or sub-underwriter seeking to rely on the rights issue exception or the underwriting exception should ensure that the arrangements they have entered into are properly characterised as ‘underwriting’. We discuss this and other issues associated with underwriting in Section E. Accelerated rights issues RG 6.65 The exception in item 10 applies to offers made under a traditional rights issue structure rather than a non-traditional structure such as an accelerated rights issue. RG 6.66 In an accelerated rights issue, offers generally proceed in two tranches: institutional and retail. Institutional holders are required to deal with their pro rata entitlement before other holders and are generally allotted their securities first. This allows issuers to receive a significant proportion of the offer proceeds from their institutional holders in a very short timeframe. RG 6.67 For a person to rely on the rights issue exception, agreements to issue must not be entered into until a specified time for acceptances of offers has closed and the terms of all the offers must be the same. Page 24 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 24 RG 6.68 An accelerated rights issue falls outside the rights issue exception because: (a) the different offer periods and dates of allotment for institutional and retail holders mean the offers are not made on the same terms to each relevant holder; (b) in some accelerated offers retail holders, but not institutional holders, may be allowed to trade their rights for a period; and (c) allotments for the institutional offer may occur before the retail offer has closed. However, these timing and tradability differences of themselves do not necessarily offend the equal opportunity principle in s602(c) as long as the differences are not abused for control purposes. ASIC modification: Accelerated offers RG 6.69 ASIC Instrument 2026/102 provides an exception for persons who will exceed the takeover threshold in s606 as a result of participating in an accelerated rights issue (the accelerated rights issue exception). RG 6.70 The accelerated rights issue exception is similar to the rights issue exception but allows for: (a) timing differences between the offer periods and dates of allotment for retail and institutional holders, to accommodate accelerated rights issue structures; and (b) differences in the offers resulting from the ability of retail holders, but not institutional holders, to trade their rights. The exception only applies where the retail allotment of the accelerated rights issue occurs within two months of the allotment to institutional investors. RG 6.71 Our modification does not extend to shortfall offers or mean that an offeror does not have to comply with the nominee process in s615. We will consider applications for relief relating to these matters on a case-by-case basis: see RG 6.92–RG 6.101 and RG 6.117–RG 6.124. RG 6.72 As with traditional rights issues, we will closely examine any rights issue that falls within the terms of the accelerated rights issue exception but appears to be an abuse of the relief for control purposes. For example, we expect that entities will not schedule a general meeting during the period between allotment to institutional investors and allotment to other investors, if the early allotment to institutional investors would distort voting. We may make an application to the Takeovers Panel if we have control concerns: see RG 6.73–RG 6.91. Page 25 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 25 Rights issues and underwriting: Unacceptable circumstances RG 6.73 The Takeovers Panel may declare unacceptable circumstances in relation to the affairs of a company. The Panel may make a declaration on the basis of a contravention of Ch 6, but may also do so where circumstances are unacceptable having regard to the purposes of Ch 6 (as set out in s602), or the effect of the circumstances on control or the acquisition of a substantial interest: see s657A(2). RG 6.74 Accordingly, a rights issue or underwriting arrangement may give rise to unacceptable circumstances even though it falls within the legal terms of items 10, 10A (inserted by ASIC Instrument 2026/102) or 13. This would include, for example, a rights issue or underwriting arrangement that has been devised to enable a holder or underwriter to obtain control of the issuer through the fundraising, in reliance on the exceptions. Our general approach RG 6.75 We will carefully consider a rights issue or underwriting that falls within the terms of the rights issue, accelerated rights issue or underwriting exceptions but that appears to be: (a) designed to avoid the requirements of Ch 6; or (b) otherwise unacceptable, having regard to the purposes of Ch 6 set out in s602. A rights issue of this kind risks an application to the Takeovers Panel or other regulatory action. RG 6.76 For example, a rights issue may be structured so that control of a company would pass to an underwriter or sub-underwriter of a rights issue without a takeover bid. We may look at whether the objective circumstances surrounding the rights issue and underwriting arrangements are more consistent with a bona fide agreement to assume the risk of the shortfall or with a placement. RG 6.77 We may also make inquiries of the directors, underwriter and others to determine whether all reasonable options have been explored, and steps put in place, to minimise the potential effect of the rights issue on control of the issuer. This is because a key consideration in determining whether the circumstances of a rights issue are unacceptable is whether the control effect of the rights issue exceeds what is reasonably necessary for the fundraising purpose. Note: See Takeovers Panel Guidance Note 17 Rights issues (GN 17) at paragraph 5. RG 6.78 Our broad regulatory role means that we may examine whether a rights issue or underwriting arrangement might be unacceptable while also considering Page 26 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 26 the bearing on the rights issue or underwriting of other requirements of the Corporations Act (including any interaction between the principles in s602 and those requirements): see RG 6.18–RG 6.22. This may include the disclosure obligations in Ch 6D and the related party provisions in Ch 2E: see RG 6.149–RG 6.160. RG 6.79 If we examine a rights issue or underwriting arrangement and have concerns, we may raise these with the issuer or underwriter. In some cases we may request the parties take further action, such as: (a) offering other parties the opportunity to underwrite some of the shortfall; (b) modifying the terms or structure of the rights issue; or (c) seeking member approval under item 7 (see RG 6.89–RG 6.91). RG 6.80 Some of the circumstances we will generally take into account when considering a rights issue or underwriting arrangement are discussed at RG 6.84–RG 6.88. Substantial holder as underwriter RG 6.81 We will normally examine a proposed rights issue or other fundraising particularly closely if it is underwritten by a person who already controls, or is likely after the transaction to control, the company. RG 6.82 A transaction designed to give control to a holder or underwriter that is presented to the holders and the market as a rights issue will generally be contrary to the purposes in s602. In such a case: (a) other holders and the market are not fully informed about the acquisition of control by the holder or underwriter (s602(a) and (b)); and (b) other holders may not have a reasonable or equal opportunity to participate in the benefits accruing through a proposal under which the holder or underwriter acquires a substantial interest in the company (s602(c)). Relevant aspects we may consider RG 6.83 Table 4 sets out some of the matters that we will generally consider when examining a rights issue or underwriting arrangement. RG 6.84 The factors listed in the table are not an exhaustive list of the matters that may be relevant in any particular case, and no particular factor should be considered to provide a ‘safe harbour’. We will take into account the overall circumstances of a rights issue in considering whether regulatory action may be warranted. RG 6.85 Issuers, underwriters and their advisers should also consult the Takeover Panel’s guidance on rights issues in GN 17. Page 27 REGULATORY GUIDE 6: Takeovers: Exceptions to the general prohibition © Australian Securities and Investments Commission July 2026 Page 27 Table 4: Factors that may contribute to unacceptable circumstances in a rights issue or underwriting arrangement Aspect Details Circumstances and effect of the rights issue Purpose of the fundraising and issuer’s financial situation If the issuer cannot clearly identify a need for the capital to be raised under a rights issue, this may suggest an abuse of items 10, 10A or 13. The purpose of the capital raising may also be relevant in considering the reasonableness of the potential control effect. While the issuer’s financial situation may affect the reasonableness of certain aspects of the fundraising, financial distress is not a ‘safe harbour’. For example, if an issuer is financially distressed, it may have an urgent and compelling need for fresh capital and will be less likely to find an underwriter that is not a controller or a substantial holder (or an associate of either). However, the potential control effect of the rights issue in the circumstances may be such that it is still unreasonable. Inconsistent corporate actions Recent corporate actions and capital variations may contradict a fundraising purpose. For example, an issuer may need to satisfactorily explain why it completed a buyback when shortly afterwards it decided that it needed additional capital. Other options A fundraising may have an unnecessary control effect, given the other options open to the issuer. In considering the commercial rationale for the rights issue we may consider whether the issuer has explored other options for raising capital, what alternatives are open to the issuer and how those options compare. Likely response The control effect of the rights issue may be unacceptable, given the likely response of substantial (and other) shareholders. Also, the composition of the issuer’s register may affect the overall impact of the rights issue on control of the issuer. For example, a substantial holder wh