Treasury convenes working group on debt issuer relief
Issuers, investors and other participants in the debt capital market met with representatives of Treasury and the Australian Securities and Investments Commission last month to try and agree on measures to further streamline disclosure rules for issuers of quoted retail debt products.Industry participants want the same rules that apply to equity issues to apply to the issue of debt instruments that are to be listed on the Australian Securities Exchange.Some relief measures were introduced last year, but the industry argues that it is still a long way from enjoying a level playing field.ASIC streamlined its prospectus rules for companies using the ASX for credit issues. Primary Health Care, Commonwealth Bank and Bendigo & Adelaide Bank are among the issuers to have taken advantage of that relief.Offers of corporate bonds to retail investors generally require full prospectus disclosure. An offer of shares, options over quoted shares or securities that are convertible into quoted shares require a simpler transaction-specific prospectus.In May last year, ASIC issued a regulatory guide (RG 213) to facilitate debt-raising that provided some prospectus relief. It allowed for issuers to offer what it calls vanilla bonds under a simplified prospectus, with a similar level of content as a transaction-specific prospectus.Bond issuers must issue a two-part prospectus: a base prospectus that can be used for several offers and a vanilla bond prospectus that relates to the terms of a particular offer. The base prospectus can be used for up to two years.The relief only applies to bonds that will be quoted on issue and have a minimum issue size of $50 million.ASIC has only extended the relief to companies listed on the ASX.The industry working group would like to see prospectus relief extended to non-listed companies such as mutuals. In March, Australian Unity issued $80 million of quoted retail bonds without the benefit of the relief.The working group's position is that, even with the relief, bond issuer prospectus requirements are more onerous than the requirements for equity issuers. Companies making a rights issue do not need a base prospectus. The group argues that the liability faced by directors of companies issuing debt is more onerous too and acts as a deterrent.