ASIC’s review of RG 228: what may change in prospectus disclosure, and what applies now

ASIC’s November 2025 capital markets response report committed to a review of Regulatory Guide 228, the central guidance on effective disclosure for prospectuses. The stated aim is purposeful prospectus disclosure, including in relation to forecasts, without reducing the overall information available to retail investors. Consultation is expected in the 2026-27 financial year, with implementation to follow. Until new guidance lands, the current settings apply in full, and issuers who anticipate relaxations in a live offer do so at their own risk.

Where the review came from

The review is one strand of ASIC’s broader capital markets agenda, which followed its February 2025 discussion paper on public and private markets and close to 100 stakeholder submissions. On the public markets side, ASIC’s stated objective is to make listing easier without compromising market integrity. The fast-track IPO process introduced in June 2025 is staying. The publicity and advertising settings in RG 254 are being modernised first, with an update expected in the 2025-26 financial year. RG 228 follows, with consultation in the 2026-27 financial year and implementation after that.

Two related points from the same agenda are worth noting for small-cap issuers. First, ASIC has indicated the A$30,000 share purchase plan cap is not being reconsidered at present, so SPP structures should continue to be planned around the existing limit. Second, changes to listing settings such as free float and tailored pathways for smaller entities depend on market operator consultation and are not imminent.

What RG 228 currently requires

RG 228 sets out ASIC’s expectations for satisfying the general disclosure test in section 710 of the Corporations Act 2001 (Cth): a prospectus must contain all information investors and their advisers reasonably require to make an informed assessment of the rights attaching to the securities and the issuer’s assets, liabilities, financial position, profits and losses, and prospects. The guide promotes a clear, concise and effective document built around an investment overview, with the substance of each material issue addressed rather than boilerplate risk lists.

On forecasts, the position is anchored in section 728(2): a forward-looking statement in a disclosure document is taken to be misleading unless the issuer has reasonable grounds for it. ASIC’s long-held view in RG 170 and RG 228 is that reasonable grounds for financial forecasts rarely extend beyond around two years, and for many early-stage companies, particularly explorers without production, no reliable forecast can be made at all. That is why most small-cap resources prospectuses contain a statement that the directors do not consider there is a reasonable basis to forecast earnings, together with use-of-funds disclosure in place of a profit forecast.

What may change

• Forecast settings. The review is expected to consider whether the current approach to forecasts serves investors, including whether clearer guidance on when forecasts can and should be included would improve disclosure quality.
• Length and usability. Prospectuses have grown steadily longer. Expect a renewed push toward disclosure that is genuinely decision-useful rather than defensive.
• Interaction with the fast-track process. With the fast-track pathway reducing timetable friction for eligible IPOs, updated guidance is likely to be drafted with both standard and fast-track processes in mind.

None of this is settled. A consultation paper is the next formal step, and positions can shift materially between consultation and final guidance.

What issuers should do now

• Apply RG 228 as it stands. A prospectus lodged before any new guidance takes effect will be assessed against the current settings, including during the exposure period.
• Treat forecasts conservatively. If reasonable grounds cannot be demonstrated on documented assumptions for the full forecast period, do not include the forecast. A stop order during the exposure period costs more than the marketing benefit of an aggressive number.
• Watch the RG 254 update, which comes first. Publicity and advertising practices around an offer are the nearer-term compliance change, and pre-prospectus communications remain a live enforcement area in the meantime.
• Build consultation timing into IPO planning. An offer straddling the release of new guidance should be checked against both the old and the incoming positions.

How Luma Legal can help

We prepare prospectuses and offer documents for ASX listings and secondary raisings, advise on forecast and use-of-funds disclosure, and manage ASIC exposure period issues. If you are planning an IPO into 2026 or 2027, we can help you structure disclosure that meets the current settings and anticipates the direction of the review.