Australia’s initial public offering (IPO) advertising and publicity regime may soon become more flexible. The Australian Securities and Investments Commission (ASIC) has released Consultation Paper 390, proposing reforms that would expand the circumstances in which companies can publicise an upcoming IPO before lodging a prospectus. If implemented, these reforms would represent a significant shift in Australia’s pre-IPO communications framework, bringing Australia’s approach more closely into line with comparable international jurisdictions.
The proposed reforms form part of ASIC’s broader agenda to modernise and enhance the attractiveness of Australia’s public capital markets by providing issuers with greater flexibility to communicate with potential investors, while preserving the central role of the prospectus as the key disclosure document for investment decision-making.
The current position
The Corporations Act currently imposes strict restrictions on the advertising and publicity of offers of securities requiring disclosure through a prospectus.
Before a prospectus is lodged, a prospective issuer may generally only publish a limited “tombstone” notice identifying the offeror and securities, stating that a prospectus will be available and explaining how to obtain a copy and apply. There are limited exceptions for roadshow presentations to wholesale investors and market research. ASIC relief also permits some additional targeted communications - including limited information to employees and shareholders, and bringing the IPO to the attention of AFSL holders and their representatives - but those exceptions are very narrow.
By limiting pre-lodgement publicity, the regime seeks to avoid the premature promotion of securities offerings, ensure investors make investment decisions based on a complete disclosure document and reduce the risk of misleading or incomplete information influencing the market.
Why is ASIC proposing change?
ASIC says the message from its consultation was clear: Australia’s IPO publicity rules are out of step with modern capital raising. The current regime is no longer aligned with comparable overseas fundraising rules and does not reflect how information is now shared in the market.
ASIC’s proposal also sits alongside its broader program of capital markets reform, including the introduction of a fast-track process for eligible IPOs.
The proposed reforms and their practical implications
Broadly, the draft instrument would permit certain advertisements and publicity relating to an intended IPO before a prospectus is lodged, provided prescribed conditions are satisfied and investors are directed to the prospectus as the primary source of information.
Greater flexibility before lodgement
The proposed changes would expand the circumstances in which companies may communicate with the market prior to lodging a prospectus.
ASIC considers that a more flexible pre-lodgement publicity regime could generate several benefits. These include enabling issuers to gauge investor interest at an earlier stage, improving the quality of information available to the market, facilitating more timely clarification of information already circulating publicly and providing ASIC with earlier visibility of proposed transactions and related market activity.
For issuers considering a public listing, this may create opportunities to engage more effectively with investors and build market awareness prior to launch. Emerging growth companies and first-time issuers may benefit from the ability to communicate their strategy, growth prospects, and investment proposition earlier in the IPO process.
Proposed safeguards
Importantly, ASIC is not proposing to remove investor protections. Rather, the proposed reforms would work in conjunction with a series of safeguards intended to preserve the central role of the prospectus.
Under the draft proposal, communications would be subject to conditions including:
- identification of the issuer and, where relevant, the seller of the securities;
- a requirement that a prospectus be available by the time the securities are offered;
- disclosure of where and when the prospectus will be available; and
- a requirement to direct investors to the prospectus as the primary source of information when considering an investment decision.
These safeguards are designed to ensure that increased flexibility in communication does not undermine the prospectus-based disclosure framework that sits at the heart of Australia's fundraising regime.
Continued importance of disclosure controls
While the reforms may provide greater flexibility, the importance of robust due diligence and verification processes remains.
Any publicity materials released prior to prospectus lodgement will need to be carefully reviewed to ensure they are accurate, balanced, and consistent with the disclosures to be contained in the prospectus. Issuers and advisers will also need to remain alert to misleading or deceptive conduct risk, particularly where information is disseminated through a range of channels and may reach retail investors.
Accordingly, while the proposal may expand what can be said before a prospectus is lodged with ASIC, it will not reduce the level of diligence required in preparing those communications.
Takeaways
ASIC's proposal represents a potentially significant step in the evolution of Australia's IPO framework. If implemented, issuers would have greater flexibility to publicise prospective IPOs and engage with investors before a prospectus is lodged, bringing Australia's approach closer to comparable overseas jurisdictions, and thereby improving consistency across global capital markets.
However, some key features of the existing framework remain unchanged. The prospectus would continue to operate as the primary disclosure document, the existing statutory liability regime would remain in place, and investor protection would continue to be a central regulatory objective.
More broadly, the proposal is consistent with ASIC's recent focus on enhancing the attractiveness and competitiveness of Australia's public capital markets.
Issuers considering an IPO should monitor the consultation process closely, as the proposed reforms may create greater opportunities to build market awareness and investor engagement before formally launching an offer.
The consultation is open until 11 September 2026.
CP 390 Proposed reform to the pre-lodgement advertising and publicity regime | ASIC
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This article was written with the assistance of Isabella Rodgers (Associate).