On 10 June 2025, ASIC announced a two-year trial of a streamlined IPO process designed to shorten listing timetables and improve deal certainty. The move is in response to a steady decline in new listings, as companies increasingly turn to private capital to avoid the prolonged exposure to market risks under the current IPO framework.
What benefits does the trial offer?
- Shorter IPO timetable: Early ASIC review combined with a reduced exposure period enables companies to complete their IPO in a shorter timeframe.
- Reduced market risk: The shortened exposure period lessens exposure to market volatility for both issuers and investors by decreasing the time between the building of a book and completion of an IPO.
- Earlier application acceptance: Under a new ASIC no-action position, eligible entities can accept investor applications during the exposure period.
Who is eligible?
To participate in the trial, entities must:
- have a projected market capitalisation exceeding A$100 million upon listing; and
- not be subject to ASX-imposed escrow requirements.
What is the current challenge?
Currently, listing entities undertake a bookbuild process to gauge investor sentiment and set the offer price before formally lodging their IPO document with ASIC. Once lodged, the documents become public, triggering a public exposure period that typically lasts around 14 days. During this time, companies cannot accept applications from investors, leaving the IPO vulnerable to risks associated with deal execution and market volatility.
What has changed?
Under the streamlined process, eligible entities can submit a pathfinder prospectus or product disclosure statement to ASIC for informal review up to 14 days before formal lodgement. A pathfinder prospectus is a draft document primarily used to facilitate the pricing of securities. Importantly, the initial pathfinder prospectus does not need to include pricing information, enabling issuers to proceed with the bookbuild process while ASIC conducts its review. ASIC has indicated that it aims to complete this informal review within the 14-day period before lodgement.
Early engagement with ASIC allows issuers to address regulatory concerns before formal lodgement, reducing the need for supplementary or replacement documents that often prolong the exposure period. While ASIC is not precluded from raising concerns during the exposure period, it is expected that the streamlined process will avoid the need for the exposure period to be extended from seven to 14 day, which in turn should allow entities to reduce the offer period by a week (effectively eradicating the need for entities to include an additional week in an offer period to accommodate a potential extension to the exposure period).
No-action position
To facilitate the two-year trial, ASIC has granted a class no-action position for eligible offers under Chapter 6D of the Corporations Act (the Act). The position applies exclusively to offers of non-quoted securities made during the trial period under a disclosure document issued by an eligible entity.
Ordinarily, under section 727(3) of the Act, companies are prohibited from accepting applications for non-quoted securities during the seven days following lodgement of the disclosure document (known as the ‘exposure period’, a period that ASIC may extend by up to 14 days). During the trial, eligible entities are permitted to accept applications within this period. This position aligns the treatment of prospectuses with product disclosure statements, removing the need to wait for the exposure period to lapse before opening an offer and accepting applications.
The change complements the streamlined IPO process by enabling earlier acceptance of applications, which will enhance certainty around transaction timing and execution during the exposure period.
ASIC has emphasised that this is a policy relief rather than a statutory exemption, and ASIC or third parties retain full rights to act on any non-compliant conduct carried out under the trial. For further information, see Regulatory Guide 108.
Important conditions and considerations
ASIC’s informal review does not preclude it from raising concerns during the subsequent public exposure period. To mitigate this risk, entities should ensure that the pathfinder prospectus does not materially differ from the lodged pathfinder prospectus, except for final pricing and other deal-specific financial terms or as otherwise agreed with ASIC.
Entities should also be aware that ASIC has imposed the following conditions on the trial:
- Normal ASIC review processes may apply if there is a significant delay between the completion of the informal review and the formal lodgement.
- ASIC’s review of the pathfinder prospectus does not constitute an endorsement of its contents and does not prevent ASIC or third parties from taking action in relation to the lodged pathfinder prospectus or the offer it contains.
- ASIC will retain its power to issue stop orders up until listing.
- Entities must email the Pathfinder to prelodgement@asic.gov.au at least 14 days prior to formal lodgement.
Looking ahead
The trial marks a significant shift in the regulatory landscape of Australia’s public markets. The success of the trial will likely depend on how widely it is adopted by eligible entities and how effectively it shortens IPO timetables. ASIC has indicated that further reforms are being considered by the corporate regulator in order to improve the appeal of public listings in Australia.
Eligible entities considering participation should stay informed about any updates or changes to the trial, as ASIC reserves the right to modify or withdraw it at any time. By monitoring how ASIC conducts the informal review and applies its no-action position, entities can determine whether the process provides the regulatory certainty needed to achieve a successful listing.
Read the full announcement by ASIC.
