Indication of Interest (IOI) in Australia: 2025 Guide for Investors & Businesses

Indication of Interest (IOI) is a term you’ll hear in finance circles—especially if you’re involved in raising capital, investing in IPOs, or navigating mergers and acquisitions in Australia. In 2025, IOIs are taking on new relevance as regulatory shifts and digital platforms reshape the way deals are done. Whether you’re a seasoned investor, a startup founder, or just curious about the mechanics behind big-money moves, understanding IOIs is essential.

What Exactly Is an IOI?

An Indication of Interest (IOI) is a non-binding expression from an investor or institution that signals potential interest in a financial transaction. You’ll see IOIs pop up in several scenarios—most notably initial public offerings (IPOs), private placements, and M&A activity.

• IPOs: Investors submit IOIs to let underwriters know how many shares they might want and at what price range.

• Mergers & Acquisitions: A company or fund might issue an IOI to signal interest in buying a business, often before formal negotiations or due diligence.

• Private Placements: Private equity or venture capital investors send IOIs to startups or companies seeking capital, outlining their preliminary terms.

It’s crucial to note: IOIs are not binding offers. They’re more like a handshake—useful for gauging demand, but with no legal obligation to follow through.

Why IOIs Matter More in 2025

The Australian financial landscape has evolved rapidly. Several 2025 developments are putting IOIs under the spotlight:

• ASX Digital Capital Raising Reforms: The Australian Securities Exchange (ASX) rolled out new digital platforms in late 2024 and early 2025, streamlining how IOIs are collected and tracked during IPOs and secondary offers. This boosts transparency and efficiency for both companies and investors.

• ASIC Regulatory Guidance: The Australian Securities and Investments Commission (ASIC) updated its guidance in 2025 to clarify how IOIs should be managed, especially in the context of retail investors and digital marketing. Firms now face stricter rules on how IOIs can be solicited and what disclosures are required.

• Increased Competition for Deals: With more global investors eyeing Australian tech and resources companies, IOIs are being used strategically to secure early access to high-demand opportunities.

For example, in the blockbuster 2025 IPO of a leading Australian clean energy startup, underwriters used digital IOI collection to allocate shares more fairly and avoid last-minute chaos. Investors who got their IOIs in early had a clearer path to allocation.

How IOIs Shape Deals: Real-World Applications

IOIs aren’t just paperwork—they’re a critical signalling tool in Australia’s capital markets. Here’s how they play out in practice:

• Price Discovery: Underwriters aggregate IOIs to set the final price range for an IPO or placement. If demand is strong, companies may price higher; if weak, they may adjust terms or delay the offer.

• Deal Structuring: In M&A, a strong IOI from a reputable buyer can help a seller attract more interest or negotiate better terms—even before formal offers are made.

• Investor Access: For retail investors, especially with the rise of online platforms, submitting an IOI can be the key to accessing oversubscribed deals that might otherwise be out of reach.

Consider the recent acquisition of an ASX-listed mining company: multiple bidders submitted IOIs, outlining not just price, but also proposed timelines and funding sources. The seller used these IOIs to shortlist serious contenders and streamline the negotiation process.

Tips for Navigating IOIs in 2025

• Be Timely: With digital platforms, IOI windows can close quickly. Set alerts for IPOs or deals you’re interested in.

• Understand the Fine Print: Even though IOIs aren’t binding, they can influence your allocation or reputation with brokers and issuers.

• Stay Informed: ASIC’s 2025 updates mean stricter compliance—make sure your IOIs are accurate and in line with current rules.

• Use IOIs Strategically: In competitive deals, a well-timed, credible IOI can give you an edge—especially if you’re an institutional investor or high-net-worth individual.

The Bottom Line

IOIs are a foundational part of Australia’s financial ecosystem, and their importance is only growing as digital tools and regulatory shifts reshape capital markets. By understanding how IOIs work—and how to use them wisely—investors and businesses can navigate 2025’s opportunities with greater confidence and agility.