Indication of Interest (IOI) in Australia: 2026 Guide for Investors & Businesses

An Indication of Interest (IOI) is a non-binding statement from an investor or institution that signals potential interest in a financial transaction. IOIs are commonly used in several scenarios:

• Initial Public Offerings (IPOs): Investors submit IOIs to let underwriters know how many shares they might want to buy and at what price range.
• Mergers & Acquisitions (M&A): Companies or funds issue IOIs to signal interest in acquiring a business, usually before formal negotiations or due diligence.
• Private Placements: Private equity or venture capital investors send IOIs to companies seeking capital, outlining their preliminary interest and terms.

It’s important to remember that IOIs are not binding offers. They are more like an early handshake—useful for gauging demand and interest, but without any legal obligation to proceed.

The way IOIs are used in Australia is evolving. Several recent developments are making IOIs more significant in 2026:

Digital Capital Raising Platforms

The Australian Securities Exchange (ASX) has introduced new digital platforms that streamline how IOIs are collected and tracked during IPOs and secondary offers. These platforms make the process more transparent and efficient for both companies and investors, reducing paperwork and speeding up deal timelines.

Regulatory Guidance and Compliance

The Australian Securities and Investments Commission (ASIC) has updated its guidance on IOIs, particularly around how they are managed for retail investors and how they can be solicited through digital channels. There is now a greater focus on clear disclosures and compliance, with firms expected to follow stricter rules when handling IOIs.

Increased Competition for Deals

Australia’s capital markets are attracting more attention from global investors, especially in sectors like technology and resources. As a result, IOIs are being used more strategically to secure early access to high-demand opportunities. Companies and underwriters are relying on IOIs to gauge genuine interest and allocate shares or opportunities more fairly.

IOIs are more than just administrative steps—they play a practical role in shaping deals across Australia’s capital markets.

Price Discovery

Underwriters aggregate IOIs to help set the final price range for IPOs or placements. If demand is strong, companies may price higher; if demand is weak, they may adjust terms or reconsider the timing of the offer.

Deal Structuring in M&A

In mergers and acquisitions, a strong IOI from a reputable buyer can help a seller attract more interest or negotiate better terms, even before any formal offers are made. Sellers often use IOIs to shortlist serious contenders and streamline negotiations.

Investor Access

For retail investors, especially with the rise of online platforms, submitting an IOI can be the key to accessing deals that are likely to be oversubscribed. Early IOIs can improve the chances of receiving an allocation in popular IPOs or placements.

The process for submitting and managing IOIs can vary depending on the type of transaction, but generally follows these steps:

1. Announcement: The company or underwriter announces the opportunity, such as an IPO or private placement.
2. IOI Submission Window: Investors are invited to submit their IOIs, often through digital platforms. This window can be short, especially for popular deals.
3. Review and Aggregation: Underwriters or deal managers review the IOIs to gauge demand and inform pricing or deal structure.
4. Allocation and Next Steps: Based on the IOIs received, the company or underwriter decides on allocations, pricing, or which parties to invite into further negotiations.

It’s important to note that submitting an IOI does not guarantee an allocation or a place in the deal. However, it does signal serious interest and can improve your chances, especially in competitive situations.

For Investors

• Be Prompt: IOI windows can close quickly, especially with digital platforms. If you’re interested in a deal, act early.
• Understand the Terms: Even though IOIs are non-binding, they can influence your reputation with brokers and issuers. Make sure your IOIs are realistic and accurate.
• Stay Informed: Regulatory updates mean that compliance is more important than ever. Ensure your IOIs meet current requirements and that you understand any disclosures involved.
• Strategic Use: In competitive deals, a well-timed and credible IOI can give you an edge, particularly if you are an institutional or high-net-worth investor.

For Businesses Raising Capital

• Use IOIs to Gauge Demand: IOIs provide valuable insight into investor interest and can help you structure your offer more effectively.
• Transparency Matters: With new digital tools and regulatory expectations, clear communication and accurate record-keeping are essential.
• Prepare for Due Diligence: While IOIs are not binding, strong interest from reputable investors can help attract further attention and streamline the capital raising process.

The regulatory environment around IOIs continues to evolve. ASIC’s updated guidance places more emphasis on clear disclosures and responsible solicitation, particularly when dealing with retail investors and digital marketing. Companies and investors should stay up to date with these changes to avoid compliance issues.

Digital platforms are also changing the way IOIs are managed. The move towards online submission and tracking is making the process faster and more transparent, but it also means that opportunities can move quickly. Both investors and businesses need to be prepared to act promptly and ensure their documentation is in order.

• IPOs: Investors submit IOIs to express interest in buying shares, helping underwriters set price ranges and allocate shares.
• Secondary Offers: Existing companies raising additional capital use IOIs to gauge demand and structure their offers.
• M&A Activity: Buyers issue IOIs to signal interest in acquiring a company, often outlining preliminary terms and timelines.
• Private Placements: Venture capital and private equity investors use IOIs to indicate early-stage interest in funding rounds.

• Set Alerts: If you’re interested in IPOs or placements, use digital tools to set alerts for new opportunities.
• Review Disclosures: Make sure you understand any disclosures or terms associated with submitting an IOI.
• Keep Records: Maintain clear records of your IOIs, especially as digital platforms make tracking easier.
• Communicate Clearly: If you’re a business, provide clear instructions and timelines for IOI submissions to avoid confusion.

Indications of Interest are a foundational part of Australia’s capital markets, and their importance is growing as digital tools and regulatory changes reshape the landscape. By understanding how IOIs work and how to use them effectively, both investors and businesses can approach 2026’s opportunities with greater confidence and agility. Staying informed and acting strategically will help you make the most of what IOIs have to offer in the evolving Australian financial environment.