ASIC has launched a two-year pilot program that appreciably shortens the regulatory timetable for companies eligible to participate in ASX’s fast-track process and, for the first time, permits retail applications under a prospectus issued by those companies to be accepted during the statutory exposure period.
The initiative, announced in June 2025 and effective immediately, is the first tangible outcome of ASIC’s broader work on what it refers to as the “evolving dynamics between public and private markets”.
The trial has two key tenets:
ASIC will informally review eligible offer documents two weeks prior to public lodgement, which can reduce an IPO timetable by a week; and
a “no action” position from ASIC that permits eligible companies to accept retail investor applications during the public exposure period rather than having to wait until the exposure period has ended.
This program represents the most significant procedural reform to the Corporations Act 2001 (Cth) listing pathway in more than a decade and is aimed squarely at beginning to arrest the sharp dip in IPO activity observed in recent years.
Why has ASIC acted?
IPO drought – Australian IPO volumes fell to only 28 new listings in 2024, and between December 2022 and December 2024 there were 211 de-listings, many via take-private deals led by superannuation funds and global sponsors. There are both structural and cyclical forces at play. Secondary market trading activity has remained strong, suggesting to some market participants that the issue may be linked to deal execution risk, not appetite for listed equity capital in and of itself.
Growing private alternatives – Global private assets under management have tripled in the past decade to an estimated $22.4 trillion as at June 2024. With abundant non-public funding, founders can defer or avoid listing. ASIC’s reforms seek to help start restoring the attractiveness of the public route by reducing timetable and therefore execution risk.
International competitive pressure – Offshore jurisdictions including the United Kingdom, the US, the EU, Canada and Singapore have moved to streamline listing requirements. The new Australian trial is a step to try keep the ASX competitive, particularly for home-grown technology and future-facing issuers that might otherwise pursue US listings or dual-track processes.
Key features of the trial
Aspect | Current regime | Trial regime for “Eligible Companies” | |
Eligibility | ASX fast-track pathway (≥ $100 m market capitalisation; no mandatory ASX escrow). | Unchanged – only fast-track applicants qualify. | |
ASIC review timing | Seven day statutory exposure period after lodgement (which may be extended to 14 days). | Confidential “pre-lodgement” review of the pathfinder prospectus/PDS at least 14 days before lodgement. ASIC aims to complete all comments within that window. | |
Exposure period | Seven days, which may be extended. | ASIC states it will generally not extend beyond seven days unless new material information emerges (in practice, you would only lodge a prospectus that has been signed off by ASIC so this risk is negligible). | |
Retail applications | Acceptance prohibited until exposure period ends. | ASIC “no-action” position allows acceptance during the exposure period, aligning offers made under prospectuses with existing PDS practice. | |
Effect on timetable | Typical execution period from prospectus lodgement to ASX quotation ~ three and a half weeks. | Condensed to two and a half weeks (but with the ability to start accepting retail applications immediately from prospectus lodgement). |
Conditions and limitations
To take advantage of the new regime, issuers must comply with certain requirements:
Substantive consistency – The lodged prospectus/PDS must not differ “in any material respect” from the pathfinder other than pricing, offer size or items expressly agreed with ASIC.
14-day window – Draft documents must be provided to ASIC at least 14 days before intended formal prospectus lodgement.
Staleness risk – If lodgement is materially delayed after ASIC feedback, the regulator may revert to a full post-lodgement review.
ASIC discretion preserved – The trial does not fetter ASIC’s existing stop-order powers and does not constitute endorsement of disclosure. (This is no different to the position on comments received during the exposure period and practically is a negligible risk).
Duration and monitoring – The trial runs until June 2027, but ASIC may modify or withdraw at any time.
Practical implications for issuers and advisers
1.Greater timetable certainty to help alleviate execution risk posed by the ASIC exposure period
The initiative provides an informal pre-vetting process for major IPOs which has been missing from Australia since the early 2000s. Early ASIC engagement should flush out disclosure issues before marketing to institutional investors is finalised, reducing the need for supplementary or replacement prospectuses, or extensions to the statutory exposure period.
In addition, the compressed timetable narrows the “market volatility window”, an increasingly acute concern given recent (and seemingly ever-present) geopolitical and macro-economic driven swings in market conditions and trading.
2.Execution discipline
Drafting must be substantially complete (save for pricing) before pathfinder circulation -last-minute changes risk disqualification from the trial.
Practically we think this will make little difference as it is already the case that a fast-track IPO requires a substantially complete pathfinder to be provided to ASX with the draft ASX listing application.
As they do currently, lawyers, investment bankers, accounting and tax advisors, and financial advisors will all need to work closely together to align the execution timetable with the necessary legal and structuring steps.
3.Retail allocation strategy
Issuers have flexibility to receive and process retail bids during the exposure period, enabling coordinated bookbuilds and earlier confirmation of demand. This will help relieve pressure on retail distribution agents who are currently forced into shorter and shorter offer periods especially where the exposure period gets extended to the full 14 days.
Registry processes and payment mechanics may require some recalibration.
It will not necessarily change the breadth of retail investors who can participate in IPOs since in any upfront IPO process retail brokers must provide a binding commitment ahead of prospectus lodgement, which means that in practice, they need to rely on HNW retail clients for support of IPOs (since a draft prospectus can only be shared with investors who are “sophisticated” or “professional”).
4.Investor relations narrative
The reforms are designed to make public markets more compelling relative to private exits. Directors and management deciding between exit options should factor in the shorter execution risk horizon and potential marketing advantage and timetable certainty of “regulatory pre-clearance” of an IPO prospectus.
Early market feedback and G+T’s observations
Feedback from our investment bank clients to date has been positive, with underwriters and lead managers welcoming the reduction in execution risk, and hopeful of attracting new interest from companies, as well as reviving deals in the pipeline that may previously have stalled.
ASIC’s pilot is an important signal that it recognises the value of vibrant public markets. Off the back of recent successful IPOs including Virgin Australia and Guzman y Gomez we find ourselves with a perfect opportunity to support Australia’s equity capital market with sensible regulatory improvements.
Alone, a faster and more definite IPO timetable will not cure the IPO drought, but it helps alleviate a clear pain point: execution risk caused by a potentially 14-day ASIC exposure period. For companies straddling the public-versus-private fence, the balance may just have tipped a little further towards an ASX debut.
We expect the trial to spark renewed interest from potential listing aspirants. We also hope this to be the first of a series of measures introduced by our regulators to streamline initial public offerings in Australia and align our processes with appropriate offshore models. Our recent dealings with ASIC and ASX indicate they are open to considering innovative approaches to supporting the IPO market in this country. Time will tell if further reforms, including streamlining prospectus disclosure expectations (including around forecasts), introduce changes to better facilitate dual listings or even methods of making aftermarket stabilisation (so-called greenshoes) more attractive – will be on the cards.
We also think it is important to bear in mind that the kind of pre-vetting that ASIC has undertaken to provide eligible issuers may require additional resources. Especially if we experience periods where the IPO market is more active. Given this is a trial, we assume not, but the effectiveness of this system will to a large extent be driven by whether ASIC has the tools and the people at its disposal to review pathfinder prospectuses in full in the period prior to lodgement.