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Guidance Note 15 (PDF 160KB)

Appendix 7A

ASTC Settlement Rule 8.11.1 (PDF 166KB)

 

 

Companies Update
25 September 2006
Update no 07/06

Important information for ASX Listed Entities

Guidance Note 15 - ASX Schedule of Listing Fees
ASX has issued a new Guidance Note 15 (PDF 160KB) that clarifies current administrative arrangements regarding listing fees.

The new Guidance Note provides detailed explanations of current fee practice in relation to:

- Admission by entities with restricted securities;
- Quotation of previously restricted securities; and
- Valuing securities for the purpose of fee calculations when securities are issued are for non-cash consideration.

Please contact your Issuers Adviser if you have any questions or comments about the new Guidance Note. Queries from non-issuers should be directed to Helene Fogarty, Listings Business Development on (02) 9227 0696 or helene.fogarty@asx.com.au

Return of capital timetable, Listing Rules Appendix 7A, paragraph 5
ASX wishes companies proposing to undertake a return of capital to do so according to a different timetable from that which has hitherto usually been followed. 

The timetable for carrying out a return of capital is set out in paragraph 5 of Appendix 7A. This provides that a company's shares will trade ex-return of capital on the business day immediately after company advises ASX that the shareholders' resolution to approve the return of capital has been passed, (i.e. if the shareholders' meeting is held on Day 0, the shares trade ex-return of capital on Day 1.) The timetable provides that the first day of ex-return of capital trading may instead be "a date ASX agrees to".

The usual timetable causes a problem for the Exchange Traded Option (ETO) market. A full day's trading on a cum-return of capital basis is required because the prescribed ETO adjustment method for a cash return of capital is based on the VWAP (volume weighted average price) last day of cum-return trading. It is not appropriate to have the adjustment VWAP start before the return of capital has been confirmed. Because the results of the shareholders' meeting are only available at some time during the day of the shareholders' meeting, it cannot be known with certainty at the start of that day whether or not that day will be the last day of cum-return of capital trading. 

This problem can be avoided if the first day on which the shares trade ex-return of capital is the second business day after the day on which the shareholders' meeting is held (i.e. if the meeting is Day 0, the first day of ex-return of capital trading would be Day 2.) This will ensure that there is a full day's cum-return of capital trading (on Day 1) when it is known with certainty that the return of capital will proceed. 

The record date for the return of capital would continue to be four business days after trading on an ex-return of capital basis starts (i.e. if the first day of ex-return of capital trading is Day 2, the record date would be Day 6.)

ASX requests companies' co-operation in adopting this new timetable for returns of capital. ASX encourages companies always to consult with their Issuers Adviser about the timetable for any corporate action.

Disclosure of Conduit Foreign Income components for dividend / distribution payments
On 14 December 2005 the Tax Laws Amendment (Loss Recoupment Rules and Other Measures) Act 2005 (TLA) came into effect. The TLA introduced new Conduit Foreign Income (FI) Rules that replaced the former foreign dividend account rules. 

Broadly, foreign income not otherwise taxable in Australia that an Australian corporate tax entity distributes to non-residents as dividend / distribution payments may be subject to the exemption. Under the new measures, an Australian corporate tax entity (ACTE) may declare a certain amount of its unfranked dividends to be CFI. That CFI is then not subject to Australian withholding tax if subsequently paid to a non-resident. 

ASX has in recent months received a number of requests from investor representatives and service providers highlighting the importance of disclosing the CFI component of a dividend or distribution payment. This then allows those groups that are non-residents, or providing services to non-residents, to pass through the full dividend amount without deducting withholding tax. 

This information item is intended to highlight the existence of the CFI for dividend declaration purposes - and the importance of clearly identifying any amounts that are CFI to both local and overseas shareholders and the market generally.


ASTC Settlement Rule 8.11
In addition to being subject to the Listing Rules, listed entities have obligations under the ASTC Settlement Rules, regulated by ASX Compliance Services. 

ASTC Settlement Rule 8.11.1 (PDF 166KB) addresses the confidentiality of holder information and the unauthorised disclosure of Holder Identification Numbers ("HIN") and Shareholder Reference Numbers ("SRN"). This rule is copied below. 

ASTC Settlement Rule 8.11
8.11 CONFIDENTIALITY
8.11.1 No disclosure except in certain circumstances 
Unless required by these Rules or the law, or with the express consent of the Holder, or of the duly appointed attorney, agent or legal personal representative of that Holder, neither an Issuer nor a Participant may disclose:
(a) the HIN of a CHESS Holding;
(b) the PID of the Controlling Participant of a CHESS Holding; or
(c) the SRN for the Holder of an Issuer Sponsored Holding,
other than to:
(d) the Holder of that Holding;
(e) the Holder's duly appointed attorney, agent or legal personal representative;
(f) if the Holding is a CHESS Holding, the Controlling Participant for that Holding; or
(g) ASTC.

Introduced 11/03/04 Origin SCH 5.9.1

Over the last six months, ASX Compliance Services has noticed an increase in the number of matters surrounding potential breaches of ASTC Settlement Rule 8.11.1. 

An example of a potential breach would be if a holder's HIN or SRN were printed above the holder's name and address in a mail out in such a way that the HIN or SRN is visible through a window envelope. 

When a listed entity breaches ASTC Settlement Rule 8.11.1, a Participant Bulletin has to be released explaining the error, all SRNs must be reissued, communications to holders must be sent explaining the error, and there are likely to be regulatory enquiries and possible escalation. The listed entity may be brought before the ASX Tribunal for the breach.

To mitigate the risk of potentially breaching ASTC Settlement Rule 8.11.1, listed entities should ensure that they have procedures and policies regarding mail outs, holder communications and the releasing of other announcements and publications, with appropriate monitoring, supervision and controls in place to protect confidential holder information. 

Timetables for corporate actions and pro-rata issues - importance of observing despatch dates
ASX reminds listed entities that it is important to observe the despatch date for timetables in relation to pro rata issues of securities, and reorganisations of capital. There have been a number of instances recently of entities failing to meet the despatch date under these timetables, with the consequence that deferred settlement trading periods under those timetables have had to be extended. Extending deferred settlement trading periods is not acceptable to ASX for a number of reasons, including that it prevents the trades conducted in the deferred settlement line from settling on the date contemplated by the parties to the trade. 

All the timetables contain a despatch date, which is the final date by which the entity must have:

-for pro rata issues, allotted new securities into the electronic holdings of its shareholders, or
-for reorganisations, caused new holdings reflecting the reorganisation to be entered into the electronic holdings of its shareholders.

Despatch of the new securities to subscribers, or of the reorganised securities to all holders, triggers the end of deferred settlement trading. Until despatch has occurred, trades in the deferred settlement line(s) of securities cannot settle.

In addition to actually creating the relevant holdings of securities, upon despatch occurring the entity must advise ASX of the exact number of securities that have been allotted and issued under the pro rata offer, or the exact number of securities on issue following the reorganisation.

During the next few months, where for any reason a listed entity is not able to meet the despatch date set out in the timetable that it has adopted, ASX may permit the timetable to be extended. The maximum period of extension permitted will be two business days only. If despatch has not occurred by that date, ASX will take appropriate action against the entity, which may include suspending all of the entity's securities from quotation. ASX may also refuse to provide deferred settlement quotation of future pro rata issues of securities or reorganisations by entities that fail to meet a despatch date.

ASX encourages listed entities to discuss with their Issuers Adviser timetables for all corporate actions and pro rata issues before finalising a document that sets out the timetable. 

To help keep our Listed Entities informed of information and events ASX will be sending emails to the Company Secretary's Office from time to time. You are receiving this email because you have been identified as a key contact within the Company Secretary's Office at your organisation. If you would like to update your email address please do so via the Directors/Senior Management page on ASX Online for Companies. Feel free to forward this email to any relevant parties within your organisation.