Introduction

The Listing Rules

ASX Limited (“ASX”) offers a market for trading in securities. Trading takes place through trading participants. ASX’s market rules govern trading participants’ relationships with ASX, with each other and with clients. ASX supervises the market for +securities issued by listed entities. One way it does this is by setting standards for the behaviour of listed entities through its Listing Rules. 

ASX’s Listing Rules govern the admission of entities to the official list, quotation of securities, suspension of securities from +quotation and removal of entities from the official list. They also govern disclosure and some aspects of a listed entity’s conduct. Compliance with the Listing Rules is a requirement for admission to the official list. It is also a requirement under the contract that an entity enters into on being admitted. 

The Listing Rules are not just binding contractually. They are enforceable against listed entities and their associates under the Corporations Act. See sections 793C and 1101B of the Corporations Act. The Listing Rules create obligations that are additional, and complementary, to common law obligations and statutory obligations. Under the Corporations Act, listing rule amendments must be lodged with ASIC. They are subject to disallowance by the Minister.

The Companies business unit of ASX makes day to day decisions on the application of the Listing Rules. Guidance Note 17: ASX Companies and Guidance Note 21: Appeals provide further details of how decisions are made and the appeal process which is available in respect of decisions.

Inquiries concerning admission to the official list are welcome and entities considering applying for admission are invited to consult with Companies staff. Entities may also wish to consult their professional advisers.

ASX’s objectives

The objectives of ASX include:

  •  providing a fair and well-informed market for financial securities; and

  •  providing an internationally competitive market.

ASX’s Listing Rules are a key element in meeting ASX’s objectives. They deal with listing and quotation, market information, trading and settlement, and general supervisory matters.

The principles on which the Listing Rules are based

The principles on which the Listing Rules are based embrace the interests of listed entities, maintenance of investor protection and the need to protect the reputation of the market. 

The principles are as follows.

  • Minimum standards of quality, size, operations and disclosure must be satisfied.

  • Sufficient investor interest must be demonstrated to warrant an entity’s participation in the market by having its +securities quoted.

  • Securities must be issued in circumstances which are fair to new and existing security holders.

  • Securities must have rights and obligations attaching to them that are fair to new and existing security holders.

  • Timely disclosure must be made of information which may affect security values or influence investment decisions, and information in which security holders, investors and ASX have a legitimate interest.

  • Information must be produced according to the highest standards and, where appropriate, enable ready comparison with similar information.

  • The highest standards of integrity, accountability and responsibility of entities and their officers must be maintained.

  • Practices must be adopted and pursued which protect the interests of security holders, including ownership interests and the right to vote. 

  • Security holders must be consulted on matters of significance.

  • Market transactions must be commercially certain.

Application of the Listing Rules

ASX has an absolute discretion concerning the admission of an entity to the official list (and its removal) and quotation of its securities (and their suspension). ASX also has discretion whether to require compliance with the Listing Rules in a particular case (ie, apart from waiving the rules). In exercising its discretion, ASX takes into account the principles on which the Listing Rules are based.

ASX may also waive compliance with a listing rule, or part of a rule, unless the rule in question says otherwise. The Listing Rules necessarily cast a wide net. However, ASX does not want to inhibit legitimate commercial transactions that do not undermine the principles on which the Listing Rules are based. 

If ASX decides to grant a waiver, it may do so on conditions. The conditions must be complied with for the waiver to be effective. Waivers are published by ASX periodically and are also advised to the ASIC.

The Listing Rules themselves are to be interpreted:

  • in accordance with their spirit, intention and purpose;

  •  by looking beyond form to substance; and

  •  in a way that best promotes the principles on which they are based.

If an entity does not comply with the Listing Rules, its securities may be suspended from quotation or it may be removed from the official list.

Approved CS Facility - ASTC Settlement Rules & ACH Clearing Rules

For securities to be cleared and settled in an approved CS facility’s subregister system, the securities must be able to be settled in accordance with the operating rules of an approved CS facility. For securities to be cleared and settled in the Clearing House Electronic Subregister System (‘CHESS’), the securities must be CHESS approved. The ASTC Settlement Rules regulate CHESS approval of securities and the settlement of CHESS approved securities. ASTC is an approved CS facility for settlement. The ACH Clearing Rules regulate the clearing of CHESS approved securities. ACH is an approved CS facility for clearing.

How to use this manual

The listing manual is divided into chapters. Related topics have been grouped together as far as possible.

Each chapter begins with a table of the contents of that chapter. It sets out the main headings in the chapter and the rules which come under that heading. Some chapters also have an explanatory note, which helps readers to understand the structure and content of the chapter. At the foot of each page is the date of the last amendment and reprinting of that page.

Defined terms (except ‘ASX’ and ‘entity’) are marked with a cross (eg, security). The cross is not used in headings or notes or when the word is used in the definition of the term itself (eg, the word ‘acquire’ is not marked in the definition of ‘acquire’). The definitions are found in chapter 19. The terms ‘ASX’ and ‘entity’ are used often throughout the manual and, for ease of reading, are not marked. 

There are ‘end notes’ to the rules. These include the history and origin of the particular rule and sometimes include other relevant information, such as an example of the operation of the rule. If there is an example, it does not, of course, affect the operation of the rule.

Guidance Notes

ASX issues Guidance Notes to promote commercial certainty, reduce costs to business and assist market participants. They set out ASX’s general approach to a subject. They should not be regarded as a definitive statement of the application of the rules in every case. Nor do they provide legal advice.

For convenience there is a tab card in this manual for Guidance Notes.

ASX’s addresses

The address of each branch office of ASX, and the telephone and fax numbers, are behind the ‘Guidance Note’ tab.