In this edition, we discuss the trial commenced by the Australian Securities and Investments Commission (ASIC) to accelerate timetables for initial public offerings (IPOs) and the infringement notices issued by the Australian Competition and Consumer Commission (ACCC) to three major retailers in connection with allegedly false and misleading Black Friday sales practices. We also cover a decision of the Federal Court regarding Vinyl Group Ltd’s (Vinyl) failure to lodge cleansing notices for certain share issues and Federal Court proceedings brought by the ACCC against recreational vehicle (RV) manufacturer Jayco Corporation Pty Ltd (Jayco) for misleading advertisements of certain RV models in ‘off-road’ terrain conditions.
In Risk Radar, we discuss the ASX’s upcoming “close review procedure”, which will have the effect of naming and shaming entities that the ASX considers are unwilling or unable to comply with disclosure-based listing rules.
Regulatory
ASIC commences trial to accelerate IPO timetables
On 10 June 2025, ASIC launched a two-year trial that offers entities listing on the ASX via the fast-track process a potentially shorter IPO timetable. The regulator will now informally review eligible offer documents two weeks prior to public lodgement, which may cut the IPO timetable by up to a week. However, the fast-track process is only available to entities that will have a market capitalisation greater than $100 million upon listing and no ASX imposed escrow. ASIC has also announced a class “no action” position that will allow eligible companies to accept retail investor applications during the public exposure period. These measures are designed to address a decade-low in new listings on the ASX and seek to give issuers greater deal certainty in volatile markets without loosening disclosure standards.
ACCC issues retailers with infringement notices for exaggerated Black Friday discounts
On 11 June 2025, the ACCC announced that major retailers Michael Hill Jeweller (Australia) Pty Ltd, Global Retail Brands Australia Pty Ltd and Hairhouse Warehouse Online Pty Ltd had each paid a penalty of $19,800 in response to infringement notices issued by the regulator. The ACCC alleges that each business mispresented the nature of their sales, including by falsely describing discounts as applying “sitewide”. While payment of a penalty specified in an infringement notice is not an admission of contravention, the action underscores the ACCC’s focus on misleading pricing in the retail sector and highlights the financial and reputational cost of non-compliance. Companies are reminded to adequately test promotional campaigns against the Australian Consumer Law, particularly in the lead-up to major advertising periods.
Legal
Court validates late cleansing notices, averts trading fallout for Vinyl Group Ltd
On 13 June 2025, the Federal Court of Australia published Justice Moore’s decision granting Vinyl retrospective relief to extend the statutory five-day deadline to issue cleansing notices covering multiple share issues. The decision validated the late cleansing notices (and on-sales) and relieved affected sellers and subsequent purchasers from civil liability that would otherwise arise under sections 707 and 727 of the Corporations Act. Justice Moore stressed that the present case did not involve an isolated oversight and that a “certain level of carelessness was revealed”. His Honour made the orders “not without a slight hesitation” and cautioned that directors should not assume that the Court will automatically grant similar release in the case of administrative oversight. Directors should ensure their company secretary is resourced adequately and facilitate prompt ASX and ASIC lodgements to avoid reliance on discretionary judicial relief.
ACCC commences Federal Court proceedings against Jayco Corporation Pty Ltd over product suitability claims
On 12 June 2025, the ACCC announced that it had commenced proceedings against Jayco – Australia’s largest manufacturer of RVs – alleging that advertisements for some of its RV models falsely suggested they were designed for rugged off-road and four-wheeldrive tracks. The ACCC contends the models were not designed for use in the terrain and road conditions depicted in brochures, social media posts and trade-show displays, potentially leaving buyers exposed to damage not covered under warranty. ACCC Deputy Chair Mick Keogh reminds vendors that “[w]hen a product is depicted in advertisements in a particular setting, or claims are made about it, consumers have a right to expect such images and words reflect the intended use of the product.” The ACCC is seeking declarations, penalties, injunctions, compliance and publication orders, and costs.
Risk Radar
In the (public) spotlight: ASX flags new compliance watchlist
On 12 June 2025, ASX unveiled in its Compliance Update 06/25 the launch of a new compliance tool – dubbed the “close review procedure” – that is expected to sharpen its response to persistent disclosure shortcomings. The new procedure places select ASX-listed entities under heightened scrutiny by ASX for an initial six-month period, during which most announcements must be closely scrutinised by ASX Compliance prior to release. ASX states that the close review will be applied when ASX has “serious concerns” about an entity’s willingness or ability to comply with ASX’s disclosure-related listing rules. ASX may delist an entity if an entity’s practices do not improve for more than 12 months.
The implications are wide reaching. While the ASX stops short of naming a public watchlist, it will publicly disclose when a company is placed under close review by releasing an announcement against that entity’s ASX code. While the regime aims to lift the standard of compliance among entities with a track record of deficient or misleading disclosures, it also introduces reputational risk and administrative burden at a time when many boards are already stretched on regulatory compliance fronts. Companies in sectors prone to complex or speculative announcements (such as small-cap mining, oil and gas, life sciences or technology) should be especially cognisant of the risk. While the ASX maintains discretion over which entities it selects for close review and why, boards should treat the initiative as a signal that poor disclosure hygiene is no longer just a “behind-the-scenes” compliance issue – it will soon be public, procedural and prolonged.