ASIC's retail bond rules need some fine-tuning
The arranger of Primary Health Care's $125 million bond issue, National Australia Bank, has recommended that the Australian Securities and Investments Commission make some minor adjustments to its prospectus relief provisions.NAB director of capital markets origination, hybrids and retail, Nick Chaplin, said ASIC should consider extending its prospectus relief beyond the two years currently on offer.Primary Health Care is the first company to take advantage of ASIC's prospectus relief, which is aimed at developing the retail corporate bond market.Primary issued a prospectus on Tuesday, seeking $125 million through a five-year bond issue. The bonds will be listed on the Australian Securities Exchange and will pay a floating rate coupon that is expected to be 400 basis points over the 90-day bank bill swap rate (currently 4.7 per cent).The bonds are unsecured and Primary Health Care does not have a credit rating. Redemption will be by way of cash settlement.When ASIC issued its consultation paper on facilitating debt raising earlier this year it was seeking to balance the need for consumer protection with the goal of expanding investment opportunities for retail investors. It also had the aim of helping develop a quoted debt market.Under the relief provisions, issuers can prepare a base document that can be re-used for secondary raisings within two years. A small update would be prepared with each issue.ASIC is also putting more reliance on continuous disclosure, which reduces the requirement for information in the prospectus.Chaplin said this approach would reduce cost and save time. But it would work better if ASIC extended the life of the base prospectus beyond two years.Despite this shortcoming, he said he expected issuers to make use of the prospectus relief. Retail bond issues will provide much-needed diversification in funding for many corporates.