FINAL LISTING RULE CHANGES EFFECTIVE FROM 1 DECEMBER 2019
Corporate News - 02 December 2019
- erif">FINAL LISTING RULE CHANGES EFFECTIVE FROM 1 DECEMBER 2019
- Listed entities will need to ensure that all ASX announcements are dated, include the entity’s name, address and corporate logo, and identify the name and title of the officer who authorised the announcement.
- Any announcements under Listing Rule 3.1 must also include the contact details of a person who investors can contact if they have any questions regarding the announcement.
- Significant changes to the quarterly reporting requirements and forms have been made and will apply to reports for the quarter ending 31 March 2020.
- Start-up entities will be subject to additional reporting requirements.
- A number of changes have been made to clarify the manner in which a listed entity’s placement capacity under Listing Rules 7.1 and 7.1A is calculated.
- In addition, 7.1A mandated entities may no longer issue securities under their additional placement capacity for non-cash consideration.
- ASX has made changes to the manner in which entities must notify issues of securities.
- The good fame and character requirements which must be satisfied at listing have been extended to CEOs and CFOs (in addition to the existing requirements for directors and proposed directors).
- ASX has introduced a new two-tiered regime, which requires more significant holders of restricted securities and their controllers (such as related parties, promoters, substantial holders, service providers and their associates) to execute a formal restriction deed in the form of revised Appendix 9A.
- For less significant holdings, ASX can permit an entity to issue a restriction notice in the form of new Appendix 9C (provided they have adopted appropriate provisions in their constitution enabling them to do so).
- Listing Rule 10.11 has been amended to include two new categories of persons who may not be issued equity securities without shareholder approval. These are:
- a “substantial (30%+) holder”; and
- a “substantial (10%+) holder” who has a nominee director on the board.
- ASX has significantly changed its guidance in relation to transactions which involve a significant change to activities, including in relation to “pre-emptive loans” and the effect of disposal or abandonment of an entity’s main undertaking.
- ASX has also stipulated new disclosure and escrow measures in connection with Chapter 11 transactions and has included guidance on drafting resolutions for the approval of a transaction involving a significant change to activities.
- Notices of meeting despatched from 1 December 2019 onwards will need to include:
- additional minimum content requirements for certain resolutions;
- new voting exclusion statements; and
- a summary of the consequences of a resolution being passed or not being passed by shareholders.
- ASX now also requires all Listing Rule resolutions to be conducted by way of poll rather than by a show of hands.
- To improve Listing Rule compliance, ASX has introduced a requirement that communication officers complete an approved online Listing Rule compliance course and attain a satisfactory pass mark in the examination.
- This change will take effect in July 2020.
- ASX has amended the timetables for a number of corporate actions across a wide variety of transactions (including rights issues). The revised timetables apply to corporate actions notified to ASX from 1 December 2019 and in most cases the changes have resulted in reduced time periods.
- ASX has removed a number of standard forms from the Appendices to the Listing Rules and have made them available online only, on ASX Online.
Listed below is a high-level summary of some of the more important changes likely to affect many of our clients whether currently listed or considering seeking an ASX listing in the future.
Announcing issues of securities
Good fame and character
Rules involving persons in a position of influence
Significant change to activities
Security holder meetings
Persons responsible for communication with ASX on Listing Rule issues
Corporate action timetables
Clients with any queries regarding the changes should contact us in our Perth office on +61 8 9321 4000 or our Melbourne office on +61 3 9111 9400 to discuss.