ASIC RG 9 — ASIC Regulatory Guide – RG 9 Takeover bids

Page 1 REGULATORY GUIDE 9 Takeover bids July 2026 About this guide This guide is for listed and unlisted entities, their advisers, and investors involved in a takeover bid. It:  discusses ASIC’s regulatory role in relation to takeover bids and how we interpret and administer the requirements of the takeover provisions in Ch 6 of the Corporations Act; and  explains how we exercise our discretionary powers in relation to takeover bids, including the power to exempt from, or modify, the takeover provisions. Page 2 REGULATORY GUIDE 9: Takeover bids © 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 or 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 Previous versions:  Superseded Regulatory Guide 9, issued June 2013, reissued December 2016, updated (minor) July 2020, reissued September 2020 and reissued March 2024 Disclaimer This guide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 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 3 Contents A Overview ........................................................................................... 5 ASIC’s role in takeover bids............................................................... 5 Summary of this guide ....................................................................... 7 B Takeover offers .............................................................................. 10 General requirements for takeover offers ........................................ 10 Bid class securities issued after the s633(2) date ........................... 10 Offers of scrip .................................................................................. 12 Offers to foreign holders .................................................................. 12 Small parcels ................................................................................... 14 Consideration payable subject to providing documentation ............ 18 C The minimum bid price ................................................................. 20 The minimum bid price rule ............................................................. 20 Applying the minimum bid price rule................................................ 21 Cash consideration .......................................................................... 24 Non-cash consideration: Quoted securities ..................................... 25 Non-cash consideration: Unquoted securities ................................. 31 Relief from complying with the minimum bid price rule ................... 33 D Conditional offers .......................................................................... 37 Notices relating to conditions in an off-market bid ........................... 37 The statutory quotation condition .................................................... 38 Conditions relating to prescribed events in s652C .......................... 39 Section 652C conditions at the close of the offer ............................ 39 E Collateral benefits .......................................................................... 41 The prohibition on collateral benefits ............................................... 41 When the prohibition applies ........................................................... 43 Relief from the collateral benefits prohibition................................... 44 F The bidder’s statement ................................................................. 45 General principles ............................................................................ 45 The bidder’s intentions..................................................................... 47 Funding arrangements..................................................................... 48 Scrip or managed investment products provided other than by a bidder or a controlled entity ............................................................. 53 Disclosing the value of consideration for the purposes of the minimum bid price rule..................................................................... 54 Relevant interests and dealings of foreign associates and trustees 56 Information not available at lodgement............................................ 57 Changes to a bidder’s statement between lodgement and dispatch 60 Extension of time for sending the bidder’s statement...................... 63 G The target’s statement .................................................................. 64 General principles ............................................................................ 64 Changes to a target’s statement between lodgement and dispatch 66 Timing for lodgement and dispatch of target’s statements .............. 67 H Consents......................................................................................... 71 The consent requirement ................................................................. 71 Consent to quote officials and publications ..................................... 71 Consent to use geological reports or trading data ........................... 72 Consent to use a lodged statement ................................................. 74 Page 4 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 4 I Supplementary statements ........................................................... 76 Supplementary statements when the target is listed ....................... 76 J Variation of offers .......................................................................... 78 Extending the offer period under an off-market bid ......................... 78 Closing time for an automatically extended offer period ................. 79 Withdrawal rights ............................................................................. 80 Variation to allow conditional increase in consideration .................. 83 Adding scrip consideration to an off-market bid .............................. 84 Varying off-market offers before dispatch........................................ 85 Approving notices of variation ......................................................... 86 Dispatching notices of variation ....................................................... 87 K Acceptances ................................................................................... 90 Acceptances received by the bidder for securities registered in a clearing and settlement facility......................................................... 90 Acceptance facilities ........................................................................ 92 L Joint bids and schemes ................................................................ 98 Issues associated with joint bids and schemes ............................... 98 Entering into joint arrangements ...................................................... 99 Joint arrangements and s609(7) .................................................... 103 M Non-compliant bids ..................................................................... 105 Issues arising from a non-compliant bid ........................................ 105 Addressing a non-compliant bid .................................................... 105 Appendix .............................................................................................. 107 Key terms ............................................................................................. 109 Related information ............................................................................. 113 Page 5 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 5 A Overview Key points Chapter 6 of the Corporations Act 2001 (Corporations Act) sets out the rules and procedures applying to a takeover bid which are designed to promote the purposes underlying the takeover provisions set out in s602. ASIC regularly reviews takeover documents and monitors conduct in relation to takeover bids. We also provide exemptions from, and modifications to, the provisions on takeover bids, and have a role in Takeovers Panel proceedings. ASIC’s role in takeover bids RG 9.1 Our regulatory role in the administration and conduct of takeover bids primarily involves: (a) the review and monitoring of documentation, disclosures and conduct in relation to bids to ensure compliance with the takeover provisions and the purposes underlying Ch 6; (b) providing regulatory guidance and relief that improves commercial certainty and balances the protections of Ch 6 with the objective of facilitating takeover transactions; and (c) in appropriate cases, taking enforcement action to protect the interests of investors and promote their confident and informed participation in the takeover process and financial markets generally. Note: In this guide, references to sections (s), chapters (Ch), divisions (Div) and parts (Pt) are to the Corporations Act, unless otherwise specified. References to regulations (reg) are to the Corporations Regulations 2001 (Corporations Regulations), unless otherwise specified. RG 9.2 ASIC’s regulatory surveillance, relief, and day-to-day administration and enforcement role, with respect to takeovers is complemented by the role of the Takeovers Panel as the main forum for resolving disputes concerning a bid. Review and inquiry RG 9.3 Under the takeover bid procedure, a series of documents must be lodged with ASIC. We conduct regular reviews of these documents, together with other available information about a takeover bid, to ensure compliance with Ch 6. Our review may consider the terms, conditions and structure of the bid as well as the disclosures made in the documents. ASIC has a general power to refuse to register or receive a document submitted for lodgement that does not comply with relevant requirements: see s1274(8). Page 6 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 6 RG 9.4 In addition to a review, we may make inquiries in relation to a takeover to ensure that relevant parties are complying with their obligations. We may initiate inquiries if we become aware of a potential issue as a result of our ongoing monitoring of the takeover or a complaint made to us by an interested party. RG 9.5 Our inquiries may relate to conduct occurring at any point in the takeover process. For example, we may raise concerns about public announcements or comments made to the media after a bid is publicly announced but before any takeover documents are lodged. Our approach RG 9.6 When conducting a review or making inquiries, in addition to considering contraventions of the Corporations Act, we also consider whether the relevant document or conduct may tend to undermine or detract from the purposes of Ch 6 set out in s602. RG 9.7 If our review or inquiries identify matters of concern, we may take further action to correct the issue. We will often seek to resolve issues through discussions with the relevant party and by requesting that appropriate corrective action is taken. In the interests of facilitating a timely and effective outcome, our initial approaches may be informal. We may also use our compulsory powers to obtain information. RG 9.8 If we are unable to resolve our concerns, we may take other action, including applying to the Takeovers Panel for a declaration of unacceptable circumstances or to the court for orders under s1324 or 1325A. RG 9.9 Although we aim to act as soon as we become aware of a possible issue, it is the responsibility of each participant in the takeover process to comply with the relevant requirements of Ch 6 and the purposes in s602. The fact that we have not commented on documents lodged with us, or conduct known to us, does not indicate approval of the documents or conduct. As a regulatory body, we may take action in relation to contraventions of Ch 6 or other matters of concern at any point before, during or after a transaction. RG 9.10 Where we do take action, including making inquiries in response to issues raised with us by interested parties, we do so having formed an independent view on relevant matters from a regulatory perspective, even if this means that, on occasion, our views on a particular matter may coincide with one or more parties in dispute. Page 7 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 7 Exemptions and declarations RG 9.11 ASIC has a discretionary power under s655A(1) to grant relief from the requirements of Ch 6. This power enables us to exempt a person, or a class of persons, from the takeover provisions or to declare that the takeover provisions apply as if specified provisions were omitted, modified or varied. RG 9.12 We consider individual requests to exercise our power to grant relief in particular cases. In deciding whether to grant relief, we consider the purposes of Ch 6 set out in s602: see s655A(2). RG 9.13 We have also issued a number of legislative instruments that modify the operation of Ch 6 in relation to all takeover bids. The terms and underlying rationale of our legislative instruments are further discussed in this guide. RG 9.14 In addition to our general exemption and modification power, we have a number of more specific approval and consent powers in relation to takeovers: see s619(3)(a), item 14(b) of 611, and 652B. Note: The exercise of other discretionary powers by ASIC may also be relevant to a takeover bid—for example, when the consideration offered under a bid includes listed securities and we have made a determination under s713(6). We also make market integrity rules under s798G which govern matters such as the conduct of market bids and trading during a bid. RG 9.15 An application for relief should be submitted through the ASIC Regulatory Portal. Fees will apply to an application. We have provided details about payment options in the portal. For more information, see How to apply for relief on the ASIC website. Applications to the Takeovers Panel RG 9.16 ASIC has standing to apply to the Takeovers Panel for a declaration of unacceptable circumstances in relation to the affairs of any company or listed registered scheme. Where another party makes an application, we must be invited to make submissions on the matter and on any orders that the Panel proposes to make: see s657A(4) and 657D(1). RG 9.17 We may make an application to the Takeovers Panel seeking appropriate orders if we consider that unacceptable circumstances exist in relation to a takeover bid. Where possible, we will often attempt to have our concerns addressed by the relevant party before making an application. Summary of this guide RG 9.18 Table 1 summarises the issues we have addressed in this guide by reference to common stages of a takeover bid. Page 8 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 8 RG 9.19 Unless otherwise indicated, our guidance applies to takeover bids for listed registered schemes. Adjustments that take account of the different features of managed investment schemes are set out in s604. Table 1: Summary of our guidance on takeover bids Topic What our guidance covers Reference Formulating takeover offers Takeover offers We discuss a number of matters relevant to a bidder in structuring its bid and formulating the terms of its offers, including:  determining classes of securities in the target and which securities the offer may relate to; and  dealing with small holdings, foreign holders, and holders who do not provide transfer documents. Section B Minimum bid price We discuss relief from the requirement that a bidder offers a minimum level of consideration under a takeover bid. We also provide guidance on how to value the minimum consideration. Section C Conditional offers We discuss some of the issues raised by conditional offers: the notification requirements, our approach to maximum acceptance conditions and the technical relief we have given for the ‘prescribed’ and ‘statutory’ conditions. Section D Collateral benefits We discuss our approach to the prohibition on collateral benefits that are likely to induce holders to accept the bid, and the circumstances in which we may give relief. Section E Joint bids and schemes We discuss the relief we may provide to facilitate bids and schemes of arrangement that are proposed jointly. Section L Disclosure to target holders Bidder’s statement We discuss some of the information that should be included in the bidder’s statement and the disclosure relief that may be available. We also discuss our relief:  to use a replacement bidder’s statement; and  extending the time for dispatching the bidder’s statement to holders. Section F Target’s statement We discuss the relief we may give to extend the time for dispatching the target’s statement to holders, and to allow receivers and managers to assume the directors’ obligations. We also discuss our relief to use a replacement target’s statement. Section G Page 9 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 9 Topic What our guidance covers Reference Consents We discuss our relief from the consent requirement when quoting in the bidder’s and target’s statements:  books and journals;  public officials;  previous geological reports;  trading data; and  statements made by others in documents given to a securities exchange or lodged with ASIC. Section H Supplementary statements We discuss when sending, or not sending, supplementary statements may be misleading. Section I Conduct of the bid during the offer period Variation of offers We discuss our approach to administering the provisions regulating the variation of takeover offers, including when a conditional bid can be extended and withdrawal rights must be offered. We also discuss the relief we provide, or have provided, for automatic extensions, accelerated payment, conditional increases in consideration, adding scrip consideration, varying offers before dispatch and approving notices of variation. Section J Acceptances We discuss our modification in relation to the timing of acceptances for holdings registered in a clearing and settlement facility such as the Clearing House Electronic Subregister System (CHESS). We also discuss the terms and requirements of our relief for acceptance facilities and automatic extensions when acceptances are released from a facility during the final seven days of a bid. Section K Joint bids and schemes We discuss the relief we may provide to facilitate joint bids and schemes Section L Non-compliant bids We discuss the relief we may provide when the provisions disqualifying the bidder from the takeover bid and other exceptions in items 1–4 of s611 are breached. Section M Page 10 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 10 B Takeover offers Key points A takeover bid may only be made for a class of securities. It must relate to securities in existence on a specified date. We may grant relief to extend the bid to bid class securities issued during the course of the bid. We may approve the appointment of a person to act as a nominee for specified foreign holders under a scrip bid: see s619(3). We have also modified Ch 6 to: • allow bidders to offer cash to holders who would otherwise receive a small parcel of securities under their takeover offers; • restrict the application of s618(2) to address the potential abuse of the provision in a proportional bid; and • ensure that, if the necessary transfer documents are not provided with an acceptance of a conditional offer, the time for payment under the terms of the bid also takes into account whether the bid is declared unconditional. General requirements for takeover offers RG 9.20 Although a bidder is generally free to devise the terms of its offers, Div 1 of Pt 6.4 sets out some general requirements that a bidder must adhere to in formulating its bid. RG 9.21 These requirements establish, among other things, that: (a) an off-market bid must be either full or proportional; and (b) all offers must be the same and remain open until the end of a specified offer period, unless withdrawn. RG 9.22 We discuss some of the issues associated with the minimum consideration that a bidder may be required to offer in Section C and the conditions that may attach to a takeover offer in Section D. Bid class securities issued after the s633(2) date RG 9.23 Under s617(1), off-market bids must relate to securities that exist, or will exist, as at the date set by the bidder under s633(2). This is the date for determining to whom offers will be sent. It must be between the date that the bidder gives the bidder’s statement (or a separate written notice) to the target and the date of the first offer (inclusive): see s633(3). Page 11 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 11 RG 9.24 Section 617(2), as modified by section 5(a) of ASIC Corporations (Takeover Bids) Instrument 2023/683, allows a bid to extend to securities that come to be in the bid class during the offer period because of the conversion or exercise of rights attached to ‘other securities or derivatives’. The relief only applies where the other securities or derivatives exist, or will exist, as at the date set by the bidder under s633(2). If the bid extends to securities issued during the course of the bid under s617(2), the bidder’s statement must include a statement to this effect: see s636(1)(j). RG 9.25 These provisions were introduced to better facilitate the acquisition of securities under a takeover bid, including securities that come into existence on the conversion of convertible securities or derivatives. ASIC modification: Exercise or conversion before the offer period begins RG 9.26 Although a bid may extend to any bid class, securities issued on the conversion of, or the exercise of rights attached to, other securities or derivatives existing as at the date set by the bidder under s633(2), the bid will only extend to the newly issued bid class securities if they come to be in the bid class during the offer period. RG 9.27 Section 5(a) of ASIC Instrument 2023/683 modifies s617(2) so that the bid extends to bid class securities issued on conversion or exercise from the date set by the bidder under s633(2) until the end of the offer period. In effect, this extends the operation of s617(2) to bid class securities that come into existence before the beginning of the offer period. We have also substituted s636(1)(j) in paragraph 6(d) of ASIC Instrument 2023/683, making a corresponding modification. ASIC modification: Extension to derivatives RG 9.28 A bidder may wish to extend its offer to securities that come to be in the bid class during the offer period because of the conversion of performance rights or other financial instruments. However, certain rights and entitlements may not meet the definition of ‘securities’ under s92(3) and may therefore fall outside the scope of s617(2). RG 9.29 Section 5(a) of ASIC Instrument 2023/683 also extends the scope of notional s617(2) to derivatives, such as certain performance rights. In effect, this allows a bidder to choose to extend its offer to securities that come to be in the bid class due to a conversion or exercise of rights of a derivative. We have also made consequential modifications to s633(1)–(2) (items 6 and 12), 636(1)(j), 641(1)–(1A), 648B, 648C, 650D(1)(c)(ii) and 650D(3) to ensure those sections operate in respect of derivatives in the same manner as they operate over securities under s617(2). Page 12 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 12 When notional s617(2) does not apply RG 9.30 Notional section 617(2) does not apply to bid class securities issued after the date set by the bidder under s633(2): (a) on the conversion of, or exercise of rights attached to, other securities or derivatives where those other securities or derivatives are issued after the date set by the bidder under s633(2); or (b) otherwise—for example, under a dividend or distribution reinvestment plan, bonus share plan or employee share scheme. RG 9.31 In these circumstances, notional s617(2) does not apply because the bid class securities are not issued on the conversion of, or the exercise of rights attached to, other securities or derivatives that exist, or will exist, as at the date set by the bidder under s633(2). Offers of scrip RG 9.32 We have prevented offers of proprietary company scrip consideration to retail investors and, where the consideration offered is public company scrip to be held under mandatory custodial arrangements, limited the ability to convert to a proprietary company if there are more than 50 non-employee beneficial owners: see ASIC Corporations (Stub Equity in Control Transactions) Instrument 2020/734. Offers to foreign holders RG 9.33 As far as practicable, all offers under a takeover bid must be the same because holders should have an equal opportunity to participate in the benefits of the bid: see s619(1) and 602(c). RG 9.34 However, where the bid consideration includes scrip, the bidder may be constrained by foreign laws and regulations from making an offer of securities to a foreign holder. Alternatively, it may be highly impractical to comply with foreign regulations. RG 9.35 Section 619(3) allows the bidder to include terms in its bid that establish a ‘nominee procedure’ so that foreign holders can receive cash instead of the securities offered under the bid. A foreign holder for this purpose is a holder whose address on the register is a place outside Australia and the external territories: see s9. Page 13 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 13 RG 9.36 Under the nominee procedure, the bidder must appoint a nominee, approved by us, to sell the securities or rights that would otherwise be transferred to accepting foreign holders, and to distribute the proceeds to those holders net of expenses. Note: ASIC Corporations (On-Sale Disclosure Relief for Scrip Bids and Schemes of Arrangement) Instrument 2023/686 provides on-sale relief for the securities transferred to the nominee. ASIC modification: Specifying foreign holders to which the procedure applies RG 9.37 Section 619(3) may be read to require that, if a bidder uses the nominee procedure, it must use it for all foreign holders. RG 9.38 Section 5(3) of ASIC Instrument 2023/683 modifies s619(3) to clarify that the bidder does not have to use the nominee procedure for all foreign holders of target securities. The modification provides that the issuer may specify in the bidder’s statement the foreign holders to whom the nominee procedure applies—for example, by reference to the place of the foreign holder’s registered address. RG 9.39 The nominee procedure is an exception to the usual rule that all the offers under a takeover bid must be the same. Its premise is that the takeover bid should be considered compliant even if foreign holders do not receive an offer of securities, but instead receive cash realised from the sale of the securities. The policy behind s619(1) requires the issuer to offer the securities to each foreign holder where it is not constrained by regulation from doing so. RG 9.40 Accordingly, the bidder may risk an application to the Takeovers Panel for a declaration of unacceptable circumstances where the nominee procedure is used for a foreign holder, and the bidder is not legally or practically constrained from making the offer to the holder. ASIC approval of nominees RG 9.41 We may approve nominees for foreign holders under notional s619(3) in relation to scrip bids. RG 9.42 We consider that a person will generally only be suitable as a nominee under notional s619(3) if that person is: (a) an Australian financial services (AFS) licensee authorised to provide financial services in relation to the relevant class of securities; or (b) a nominee subsidiary of a person referred to in RG 9.42(a). RG 9.43 Before approving a person as a nominee, we will also consider whether they are in a position to fulfil their responsibilities under notional s619(3). For example, we may not approve a person’s appointment as a nominee if we are: Page 14 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 14 (a) investigating the person; or (b) taking enforcement action against the person. Small parcels RG 9.44 The rules of some declared financial markets define a ‘marketable parcel’ or ‘minimum parcel’ of securities (or similar term) for the purpose of regulating dealings through the relevant market and/or associated clearing and settlement facilities. Where a holding of securities does not meet the definition of ‘marketable parcel’ or ‘minimum parcel’, we refer to it in this section as a ‘small parcel’. Note: Under the current definition of ‘marketable parcel’ in the ASX Operating Rules Procedures (PDF 622 KB), a ‘small parcel’ of quoted ordinary shares is a parcel of less than $500 in value based on the daily closing price of the shares. RG 9.45 In some cases, the rules restrict dealings that result in a small parcel holding: see, for example, ASX Settlement Operating Rule 8.10.2. See also ASX Listing Rule 8.10.1(h), which contemplates that a listed entity may act in certain circumstances to prevent a transfer of its securities that results in a small parcel holding. RG 9.46 Restrictions of this kind aim to reduce the number of small parcel holdings on a listed entity’s register created through securities trading. This is because of the disproportionate administrative costs to the entity associated with maintaining a register with a large number of small parcel holders relative to the prevailing value of the capital contributed by these holders. ASIC modification: Small parcels offered as consideration under a bid RG 9.47 When a bidder offers quoted scrip as consideration in an off-market bid, the number of securities they are required to provide to some target holders may be a small parcel. The takeover may therefore increase the number of small parcel holdings on the bidder’s register. RG 9.48 Section 5(c) of ASIC Instrument 2023/683 inserts notional s619(4) that allows a bidder to deal with offers of small parcels of securities in the following two ways: (a) if a nominee is appointed under notional s619(3)—the nominee may sell the small parcel of securities offered as consideration and distribute the proceeds to the holders in accordance with s619; or (b) in other circumstances—the bidder may offer cash (based on the highest closing price of the securities on any declared financial market on which the securities are quoted during a specified reference period) to the holders. Page 15 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 15 RG 9.49 Given the costs associated with appointing a nominee, notional s619(4) does not require a bidder to appoint a nominee to sell the small parcel of securities and forward the cash proceeds to the holder. However, if a bidder intends to appoint a nominee and use the procedure in notional s619(3), this procedure must also be used when dealing with small parcels. RG 9.50 Under the definition of ‘small parcel’ in notional s619(5), as inserted by section 5(c) of ASIC Instrument 2023/683, the number of quoted securities that constitute a small parcel is determined by applying, where applicable, the definition in the rules of the relevant declared financial market (e.g. the definition of a ‘marketable parcel’ in the ASX Operating Rules Procedures (PDF 622 KB)) but using the highest closing price published by the operator of any declared financial market on which the securities are quoted during the period beginning on the first day of the bid period, and ending on the earlier of: (a) five trading days before the first date on which the bidder must pay or provide bid consideration to a target holder under the terms of the offers; and (b) the end of the bid period. RG 9.51 If the securities are quoted on more than one declared financial market containing a relevant definition of a ‘marketable’ or ‘minimum’ parcel then the bidder can elect which definition applies by specifying this in its bidder’s statement. If the securities are quoted on one or more declared financial markets, the rules of which do not contain a definition, then the relevant definition is a parcel of $500 value. ASIC modification: Acceptances of a proportional takeover bid leaving a small parcel RG 9.52 If accepting a proportional takeover bid would leave a shareholder with a small parcel, s618(2) provides that the offer extends to the whole parcel. RG 9.53 This provision is an exception to the equality principle in s602(c). It prevents target security holders from being left with a parcel of shares that is disproportionately costly to dispose of compared with its value. While this benefits the target holders, it may also benefit the target because, although no new holdings are created by the acceptance of a proportional bid, it removes from the target’s register holders who may otherwise be left with small parcel holdings and retain those holdings due to the relative cost of disposal. This may reduce the overall administrative operating costs of the target. RG 9.54 There is, however, potential for security holders in a proportional bid to abuse s618(2)—for example, by: (a) splitting large holdings into smaller parcels and then seeking to accept the bid for all of their securities; or Page 16 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 16 (b) repeatedly purchasing and accepting into the bid holdings of a sufficiently small size that they attract the operation of s618(2). RG 9.55 These practices create uncertainty for the bidder and the market, undermine the proportional bid mechanism and are contrary to the efficient market and equality principles set out in s602(a) and (c). RG 9.56 Section 5(b) of ASIC Instrument 2023/683 modifies s618(2) so that it does not apply to parcels of securities (whether held beneficially or otherwise) that have come into existence, or increased in size, because of a transaction (including the creation of one or more trusts) entered into after the proportional bid was publicly proposed. RG 9.57 The modification ensures that the small parcel exception is available only to holders who will not benefit from any transaction or modification to their holding effected at a time when the potential advantage of reliance on s618(2) may be apparent. It thereby prevents target security holders from abusing the provision, while preserving its operation in the case of holders who have not modified their holdings in response to the bid. RG 9.58 Our modification also clarifies that the small parcel exception applies where the residual parcel is not a ‘marketable’ or ‘minimum’ parcel (or, if neither term is defined in the rules of the relevant declared financial market, a parcel of at least $500 in value) using: (a) if, on the most recent day before the date of acceptance that bid class securities were traded on a declared financial market, the securities were only traded on one declared financial market—the closing price of the securities on that prescribed financial market on that day; or (b) if bid class securities were traded on more than one declared financial market on that day—the closing price of the securities on any of the declared financial markets on that day: see the definition of ‘small parcel’ in notional s619(5) as inserted by ASIC Instrument 2023/683. Note: In some circumstances, relief from the equal treatment obligation of a responsible entity of a listed registered scheme under s601FC(1)(d) may also be required. Acceptances by trustees and nominees RG 9.59 In some cases, an acceptance for a parcel of target securities by a person as trustee, nominee or otherwise on account of another person under s653B(1)(b) may attract the operation of notional s618(2). An acceptance of this kind will relate to a parcel of securities forming part of a larger registered holding. Note: If a trustee or nominee’s entire holding in the target is held on behalf of a single beneficiary, there will generally be no need to rely on s653B(1)(b) to accept in respect of the beneficiary’s interest. Page 17 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 17 RG 9.60 Notional s618(2B), as inserted by ASIC Instrument 2023/683, restricts reliance on notional s618(2) when there is a change to a parcel for which an offer is deemed to have been made under s653B(1)(b)—for example, increases or transfers of a person’s beneficial interests in securities that form part of a larger registered holding. In this way, notional s619(2B) seeks to deter target holders from taking advantage of notional s618(2) by splitting holdings through the creation of trusts or similar arrangements. RG 9.61 A trustee or nominee who wishes to have the benefit of the notional s618(2B) exception in respect of a parcel accepted into the bid out of a larger holding under s653B(1)(b) must provide the bidder with a notice, stating: (a) either that the parcel is held by the holder in their own right or, if the parcel is held by the holder for a beneficiary, the name and address of each beneficiary; (b) if the parcel is held by the holder in their own right, the date of the transaction through which the holder acquired a legal interest in the parcel; and (c) if the parcel is held for one or more beneficiaries, the date on which each beneficiary acquired a beneficial interest in that parcel (or, if unknown, the date that the beneficiary is reasonably believed to have acquired a beneficial interest in that parcel): see notional s618(2C) as inserted by ASIC Instrument 2023/683. RG 9.62 If a legal or beneficial interest in a parcel is acquired on the same date that the proportional bid is publicly proposed, the notice must specify the time of day that the interest was acquired: see notional s618(2C)(c). RG 9.63 The notice requirement will only apply in very limited circumstances—that is, where: (a) the acceptance relies on s653B(1)(b) (i.e. the notification requirements do not apply to acceptances in respect of a person’s entire registered holding); (b) the acceptance relates to a parcel that is sufficiently small that the remainder of the parcel is a small parcel; and (c) the accepting holder seeks to rely on notional s618(2) to have the bid extended to the entire parcel to which the acceptance relates. RG 9.64 A trustee or nominee who is content to accept only in respect of the bid proportion may accept in the usual way without giving the notice. Page 18 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 18 Consideration payable subject to providing documentation RG 9.65 Section 620(2) requires the offer under an off-market bid to provide that the bidder must pay the consideration under the bid within a specified period. Different periods apply if the bidder is not given, with the acceptance, documentation that is sufficient to enable the bidder to become the holder of the relevant securities: (a) When a bidder is given the necessary transfer documents after the acceptance of the offer but before the offer period ends, s620(2)(b) requires the bidder to pay the consideration within one month of receiving the documents. (b) When a bidder is given the necessary transfer documents after the acceptance of the offer and after the offer period ends, s620(2)(c) requires the bidder to pay the consideration within 21 days of receiving the necessary transfer documents. RG 9.66 The periods specified in s620(2)(b) and (c) run from the time that the bidder receives the transfer documents, even if the bid remains subject to a defeating condition. This is in contrast to s620(2)(a)(i). ASIC modification: Timing of payment in conditional offers RG 9.67 As reflected in s620(2), the period for a bidder to pay consideration should run from the time that the necessary transfer documents are given to the bidder. RG 9.68 However, for an offer that is subject to a defeating condition, the period for a bidder to pay consideration should also be referable to the time that the takeover contract becomes unconditional. At this time, the contract is binding and will not be rescinded: see the definition of ‘defeating condition’ in s9. This is consistent with s620(2)(a)(i). RG 9.69 Section 5(d) of ASIC Instrument 2023/683 modifies s620(2)(b) so that the bidder must provide in its offer that, if the bidder is given the necessary transfer documents after acceptance by the holder and before the end of the bid period, the bidder is to pay the consideration: (a) if the offer is subject to a defeating condition when the bidder is given the necessary transfer documents—by the earlier of one month after the takeover contract becomes unconditional or 21 days after the end of the offer period; and (b) if the offer is unconditional—by the earlier of one month after the bidder is given the necessary transfer documents or 21 days after the end of the offer period. RG 9.70 Section 5(d) of ASIC Instrument 2023/683 also modifies s620(2)(c) so that the bidder is to pay the consideration within 21 days after the takeover contract becomes unconditional if: Page 19 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 19 (a) the bidder is given the necessary transfer documents after both the acceptance of the offer and the end of the offer period; and (b) when the bidder is given the necessary transfer documents, the offer is subject to a condition that relates to the occurrence of an event referred to in s652C(1) or (2). RG 9.71 We have modified s620(2)(c) because a bidder may free its offer from a condition relating to the events referred to in s652C(1) or (2) not later than three business days after the end of the offer period: s650F(1)(a), and see RG 9.173–RG 9.176 on s650G. We discuss the quotation condition imposed by s625(3) at RG 9.166. ASIC modification: Accelerated payment of bid consideration RG 9.72 Section 5(b) of ASIC Instrument 2023/683 inserts notional s620(2A) so that a bidder may offer to provide or pay the bid consideration within a shorter period than is otherwise required by s620(2). Generally, the bidder’s rationale for offering accelerated payment terms is to make accepting the bid more attractive to holders. RG 9.73 A bidder promising to pay bid consideration within an accelerated period should have a legitimate basis to believe its promise can be fulfilled. ASIC expects bidders to closely engage with their agents to ensure promises to pay bid consideration on an accelerated basis will be achieved. Note: The Takeovers Panel Guidance Note 14 Funding arrangements (GN 14) notes that it may give rise to unacceptable circumstances if the bidder proposes to pay accepting shareholders faster than originally proposed before funding arrangements are certain. Page 20 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 20 C The minimum bid price Key points The ‘minimum bid price rule’ requires a bidder to offer a minimum level of consideration to holders under a takeover bid and applies to all forms of consideration offered. We have modified the time at which a bidder must value quoted securities under the minimum bid price rule and have provided relief to: • allow adjustments accounting for certain corporate actions of the target; and • facilitate offers to bidder group entities and their nominees. We may also consider individual relief where: • the market price does not reflect the true value of quoted securities offered as consideration; • the bidder has made a previous takeover bid; or • pre-bid purchase consideration was offered by a person who became an associate of the bidder after the pre-bid purchase. The minimum bid price rule RG 9.74 The ‘minimum bid price rule’ in s621(3) provides that a bidder making a takeover bid must offer consideration at least equal to the maximum consideration that the bidder or an associate provided, or agreed to provide, for a bid class security under any purchase or agreement during the four months before the date of the bid (pre-bid purchase). Unacceptable circumstances RG 9.75 In reviewing the terms of a takeover bid and a bidder’s pre-bid conduct, we will consider the requirements and underlying policy of the minimum bid price rule as well as the principles and purposes of Ch 6 in s602. RG 9.76 Even if the minimum bid price rule does not prevent a bidder from offering certain consideration a bidder should ensure that the terms of their bid, having regard to the circumstances of any pre-bid acquisitions or arrangements, are not contrary to the policy of the provision and/or the equality principle in s602(c). A bidder proceeding with a bid on terms contrary to the underlying policy of the minimum bid price rule may risk a declaration of unacceptable circumstances. Page 21 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 21 RG 9.77 For example, we may take regulatory action, including applying to the Takeovers Panel for a declaration, where: (a) the bidder acquires bid class securities by acquiring a body which holds the securities, or by acquiring a ‘mixed lot’ which includes the securities, during the four months before the date of the bid and fails to take this into account as a pre-bid purchase; (b) the bidder temporarily inflates the value of securities offered as bid consideration at the valuation time by taking or announcing a corporate action (such as a buyback) and fails to adjust its bid consideration to account for the imminent decrease in the value of the securities once the effect on price of the corporate action has passed; or (c) after the relevant pre-bid purchase there is an increase in the underlying value of bid class securities as a result of a corporate action (such as a share consolidation) and the bidder does not adjust its bid consideration consistently (see RG 9.143). Applying the minimum bid price rule RG 9.78 The minimum bid price rule applies to all forms of consideration offered. Section 621(3) does not require the bid consideration to be of the same kind as that given in the four months before the bid, but it does require that it be of equal value. For example, the bidder may give cash as pre-bid purchase consideration and then offer securities as bid consideration. RG 9.79 For the purposes of the minimum bid price rule the consideration offered or provided for a security is: (a) the amount of a cash sum; (b) the value of non-cash consideration; or (c) for mixed consideration, the cash sum and the value of the other consideration: see s621(4). RG 9.80 In applying the rule, a bidder must value and compare both the bid consideration offered and the maximum consideration given in connection with any pre-bid purchases. This may mean that a bidder is required to value consideration agreed or given under different pre-bid purchases to identify the maximum pre-bid consideration. Note: A pre-bid purchase extends to an arrangement or understanding: see the definition of ‘agreement’ in s9. Page 22 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 22 RG 9.81 If the bidder offers alternative forms of bid consideration, all forms of consideration must be at least equal to the pre-bid maximum consideration. This is because where multiple forms of consideration are on offer, each form separately constitutes ‘consideration offered for securities in the bid class’ to which the rule applies. The purpose of the minimum bid price rule is to place limits on the ability of a bidder to acquire securities under a bid at a price that is below that of the highest pre-bid purchase. It would be inconsistent with this objective to allow a bidder to acquire securities at a lower price merely because an alternative form of consideration available equals or exceeds the value of the pre-bid purchase. RG 9.82 Section 621(4) requires that the value of consideration (other than cash) be determined at the time the relevant takeover offer, purchase or agreement is made. We have modified this requirement, in s5(c) of ASIC Corporations (Minimum Bid Price) Instrument 2026/101, as it applies to valuing quoted securities offered under a bid to facilitate practical compliance with the rule. RG 9.83 Table 2 summarises the valuation approaches that should be used to compare pre-bid purchase and bid consideration for the purposes of the minimum bid price rule—taking into account both our guidance in this section and the relief we have given. Table 2: Summary of valuation approaches for the minimum bid price rule Consideration type Value of consideration given or agreed under pre-bid purchase or agreement Value of consideration offered under bid Cash (Australian dollar cash sum) Amount of the cash sum given or agreed: see RG 9.91–RG 9.93. Amount of the cash sum offered under the bid: see RG 9.91–RG 9.93. Foreign currency amount Foreign cash amount converted to Australian dollars using the exchange rate at the time of the pre-bid purchase: see RG 9.94–RG 9.96. Foreign cash amount converted to Australian dollars using the exchange rate as at the date of the bid: see RG 9.94– RG 9.96. Quoted securities (declared financial market) Volume weighted average market price in ordinary trading over the two days before the date of the pre-bid purchase: see RG 9.97–RG 9.101. Or Valuation in accordance with individual relief: see RG 9.117. Volume weighted average market price in ordinary trading over the two full trading days before any chosen valuation time that:  is within the five business days before the first offer is made to a holder; and  ensures the two-day valuation period does not start until at least five full trading days after the bidder’s statement was given to the target and each market operator: see RG 9.103–RG 9.110. Or Valuation in accordance with individual relief: see RG 9.117. Page 23 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 23 Consideration type Value of consideration given or agreed under pre-bid purchase or agreement Value of consideration offered under bid Quoted securities (approved foreign market) Volume weighted average market price in ordinary trading over the two days before the date of the pre-bid purchase converted to Australian dollars using the exchange rate at the time of the pre-bid purchase: see RG 9.97–RG 9.101 and RG 9.111–RG 9.115. Or Valuation in accordance with individual relief: see RG 9.117. Volume weighted average market price in ordinary trading over the two full trading days before the chosen valuation time (selected in accordance with the above) converted to Australian dollars using the exchange rate as at the chosen valuation time: see RG 9.103–RG 9.115. Or Valuation in accordance with individual relief: see RG 9.117. Unquoted securities (including securities quoted on a non- approved market) Value as at the time of the pre-bid purchase based on an independent expert report: see RG 9.128–RG 9.140. Or If quoted on a non-approved foreign exchange—valuation in accordance with individual relief: see RG 9.116. Value as at the time of the bid based on an independent expert report: see RG 9.128– RG 9.140. Or If quoted on a non-approved foreign exchange—valuation in accordance with individual relief: see RG 9.116. Price variation agreements RG 9.84 When determining the maximum pre-bid consideration for the purposes of the minimum bid price rule, a bidder must take into account each instance where, under any purchase or agreement: (a) consideration was agreed to be provided for a bid class security; or (b) consideration was in fact provided for a bid class security. RG 9.85 In some cases, a pre-bid purchase may involve the bidder entering into an agreement that provides that: (a) a specified price is payable for the securities; and (b) that price may be varied in the future in accordance with the terms of the agreement (price variation agreement). Note: Some price variation agreements, such as escalation agreements, are prohibited: see s622. RG 9.86 Under s621(5) a bidder may disregard any variation under a price variation agreement when working out the price a bidder agreed to pay for the securities for the purposes of the minimum bid price rule. This means that, in essence, a bidder only needs to account for the specified price that is payable under the agreement. Page 24 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 24 RG 9.87 However, on its terms s621(5) is limited to identifying the price that a bidder agreed to provide, and does not affect the need to separately account for and value any consideration that was actually provided for securities (whether pursuant to the terms of a previously agreed price variation agreement or otherwise). Where an actual purchase occurs, the equality principle requires that the bidder offer bid consideration that is at least equal in value to the purchase consideration given. If this were not the case, the bidder could use a price variation agreement as a device to minimise bid consideration required by s621(3). Public proposals and the minimum bid price rule RG 9.88 Under s631 a person who publicly proposes to make a takeover bid must make offers under that bid within two months of the proposal on terms and conditions that are the same or not substantially less favourable than proposed: see s631(1). RG 9.89 This obligation is independent of the minimum bid price rule. As such, if a bidder publicly proposes that it will offer a particular number of securities or cash amount per bid class security as bid consideration, it cannot reduce this number—even if the bidder could comply with the minimum bid price rule by offering less consideration (e.g. because the value of the bidder’s securities has increased). RG 9.90 The minimum bid price rule should therefore be taken into account before a bidder publicly proposes to make a takeover bid. A public proposal must not be reckless or misleading: see s631(2) and 1041H. Cash consideration RG 9.91 A cash sum given as consideration has a fixed value for the purposes of the minimum bid price rule: see s621(4)(a). On-market acquisitions RG 9.92 Where a bidder acquires a pre-bid stake through on-market purchases of bid class securities, each individual trade is treated as a pre-bid purchase for the cash consideration provided in connection with that trade. As such, the highest price paid in connection with any individual on-market trade must be ascertained in order to determine the pre-bid maximum consideration. RG 9.93 It is not sufficient for a bidder to use an average price of multiple on-market trades in seeking to determine the maximum consideration provided for the purposes of the minimum bid price rule. This is so even if the bidder has received an accumulation confirmation from a market participant (as permitted under, for example, Rule 3.4.2 of the ASIC Market Integrity Rules (Securities Markets) 2017). Page 25 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 25 Foreign cash amounts RG 9.94 For the purposes of the minimum bid price rule, we take the view that a ‘cash sum’ is an amount denominated in Australian dollars and does not include a sum of foreign currency. RG 9.95 Foreign cash, when considered from the perspective of Australian investors, does not have a fixed value given that it has to be exchanged at a variable rate. RG 9.96 For the purposes of calculating the minimum bid price, foreign cash consideration should therefore be treated as ‘non-cash consideration’ and valued in the same way as foreign securities—that is, it should be converted to Australian dollars at the exchange rate prevailing at the time of the pre-bid purchase or takeover offers being made. Note: Treating foreign cash as a ‘cash sum’ may also give rise to unacceptable circumstances: see Takeovers Panel Guidance Note 6 Minimum bid price (GN 6). Non-cash consideration: Quoted securities RG 9.97 It is important that a valuation as close as practical to the true value of non- cash consideration forms the basis of the comparison between the consideration offered in connection with any pre-bid purchase and the consideration offered under the bid. RG 9.98 Similarly, given the nature of the comparison involved, if the bidder provides the same securities as pre-bid purchase and bid consideration, the bidder must value the consideration consistently—using the same method to ascertain the value as at the time of each relevant offer, purchase or agreement. Valuing quoted securities RG 9.99 Normally, when valuing quoted securities that are provided, or are agreed to be provided, as consideration for a pre-bid purchase, or offered as bid consideration, the bidder should adopt the volume weighted average market price in the ordinary course of trading during the two full trading days before the relevant offer, purchase or agreement. RG 9.100 This method should be used because the Corporations Act treats the market price as the normal measure of value: see s636(1)(h)(ii) which requires the bidder’s statement to include the market price of quoted securities as pre-bid consideration. An expert’s valuation is not required if the bidder adopts the market price. RG 9.101 Using the volume weighted average market price across two trading days reduces the risk of distortion because of short-term price volatility. Page 26 REGULATORY GUIDE 9: Takeover bids © Australian Securities and Investments Commission July 2026 Page 26 RG 9.102 In appropriate cases we may give individual relief to allow a bidder to adopt a valuation based on the market price over a period longer than two trading days, or based on another method of valuation: see RG 9.117–RG 9.120. ASIC modification: Timing of valuation of quoted securities offered as bid consideration RG 9.103 Where non-cash consideration is offered under a bid, s621(4) requires the bidder to value the bid consideration for the purposes of the minimum bid price rule as