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Listing Rules - Appendix 7A

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Chapter 3
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Companies Update
10 July 2007
Update no 06/07

Important information for ASX Listed Entities

Rights issues without disclosure documents

On 28 June 2007 various amendments to the Corporations Act 2001 (the "Act") under the Corporations Legislation Amendment (Simpler Regulatory System) Act 2007 came into force. It is now possible for listed companies and managed investment schemes to make a pro rata rights issue of securities (in an already quoted class) to existing securityholders without a disclosure document or product disclosure statement, provided that the issuer of the securities releases a "cleansing notice" to the relevant market operator in the 24 hours before the offer is made, and various other conditions are met. (The term "rights issue" is defined in section 9A of the Act, and covers both non-renounceable entitlements issues and renounceable rights issues.) The conditions which must be met, and the contents of the "cleansing notice", are set out in sections 708AA and 1012DAA of the Act. 

ASX suggests that listed entities should consult with their legal advisers prior to announcing a rights issue which they intend shall be made without a disclosure document or PDS to ensure that they and their offer are eligible to rely on these sections of the Act.

ASX timetable implications
The Listing Rules mandate timetables for rights issues. Pro rata non-renounceable entitlements issues are covered by paragraph 3 of Appendix 7A of the Listing Rules, and pro rata renounceable rights issues by paragraph 4 of Appendix 7A. These timetables will continue to apply for rights issues made without a disclosure document or PDS in reliance on sections 708AA and 1012DAA. 

The key date in these timetables is the Record Date, when the securityholders entitled to participate in the offer are determined. The Record Date falls on Business Day 6 in each of these timetables.

The other crucial date in the timetables is Business Day 0, when the timetable for the issue begins. Paragraphs 3 and 4 of Appendix 7A provide that Business Day 0 falls on the latest of:

  • securityholder approval (if required)
  • lodgement of a disclosure document or PDS (if required)
  • lodgement of the Appendix 3B (Listing Rules form of announcement of issue)

There is a very short period under these timetables between the announcement of a rights issue (Business Day 0) and the ex-entitlement date (Business Day 2), so it is essential that entities comply with the timetable so that ASX is able to set up the issue in its trading and settlements systems. ASX also draws entities' attention to the footnote to "Day 0" in the timetables, which states: If an issue is not announced prior to the commencement of trading, day 0 will be deemed to be the next business day after the release of the announcement, and all subsequent dates in the timetable will be adjusted accordingly.

As there will be no disclosure document or PDS lodged with ASIC for rights issues made without disclosure relying on sections 708AA or 1012DAA, the role of the Appendix 3B assumes a greater importance in fixing the starting date for the timetable for such issues. It will be essential that all the relevant information for the rights issue be set out in the Appendix 3B

For rights issues made without a disclosure document under sections 708AA and 1012DAA, ASX will expect:

  • a completed Appendix 3B to be lodged no later than the commencement of trading on Day 0.
  • the Appendix 3B to contain all the relevant information for the rights issue.
  • the Record Date named in the Appendix 3B to be at least 6 business days after Day 0.
  • the "cleansing statement" required by the Act to be lodged on CAP at the same time that the Appendix 3B is lodged. If Appendices 3B and "cleansing notices" are lodged at different times by entities proposing to make rights issues without disclosure, there may be practical difficulties for ASX in administering the timetables. 

Jumbos
For rights issues following non-standard timetables, such as Jumbos and other accelerated entitlements offers, ASX must approve the timetable that the entity wishes to follow. ASX requests that entities consult with their Issuers Adviser well in advance of announcing such an issue so that an appropriate timetable can be agreed. 

Share Purchase Plans

ASX reminds entities that a securityholder's entitlement to participate in share purchase plan made under Class Order 02/831, or a unit purchase plan made under Class Order 02/832, is not a pro rata entitlement, and that a corporate action cannot be set up in ASX's trading and settlements system in respect of it. If a person buys securities expecting to settle the transaction before the record date for participation in the share purchase plan or unit purchase plan, but that trade fails to settle by the record date (even if that failure comes about because the seller has failed to meet the T + 3 settlement timetable), that buyer will not be eligible to participate in the plan. The buyer will have failed to become a registered holder by the record date. There are no protections available in the settlements system for such a person.

Such protections are available for pro rata entitlements issues. 

Corporate action and issue timetables involving trading halts and suspensions - impact on ETO and Futures markets

ASX advises that in deciding whether to agree to timetables for Jumbo issues and other timetables for corporate actions or issues which involve a trading halt or a suspension from quotation, ASX will take into account the impact on the market in exchange traded options and futures. If a trading halt or suspension will be sought under a proposed timetable over a date which is an ETO or futures contract expiry date, ASX may require the timetable to be amended so that the impact on the ETO and futures markets is minimised. 

ASX encourages listed entities to consult with their Issuers Advisers well in advance of announcing a timetable for any such corporate actions or issues. 

Dividend and distribution announcements - timetable requirements under paragraph 1 of Appendix 6A and listing rule 3.20

ASX reminds listed entities that the timetable for announcing a dividend or distribution, in paragraph 1 of Appendix 6A, requires that the announcement be made at least 7 business days before the Record Date for the dividend or distribution. If entities announce a dividend or distribution Record Date on fewer than 7 business days notice, ASX will require them to amend the timetable to comply with this requirement. 

Under the timetable, there are only 2 clear business days between the date of announcement (Business Day 0) and the ex-dividend date (Business Day 3). This makes it essential that entities adhere strictly to lodging the announcement in accordance with the timetable. 

ASX also reminds entities of listing rule 3.20 (PDF 204 KB), which requires that:

  • an entity announce a record date immediately it has been decided 
  • in the absence of a specific timetable for a particular kind of issue or corporate action, at least 7 business days notice of a proposed record date must given
  • in all cases, at least 7 business day notice must be given of a change to a proposed record date.

Annual Listing Fees

Invoices for Annual Listing Fees for the 2007 - 2008 year have been sent. The due date for payment is 31 July 2007. If you have not received the invoice or if you have any queries about the invoice, please contact your Issuers Adviser. 

Outsourcing of Listing Rules hard copy production

ASX advises listed entities of upcoming changes to the supply of Listing Rules to listed entities. These changes are designed to ensure optimal delivery of the Listing Rules and updates.

As of August 2007, ASX will no longer automatically supply hard copy Listing Rules to listed entities. Instead, hard copy versions of the Listing Rules and updates to the Listing Rules will be available from ASX's authorised publishing partner, LexisNexis. ASX has recently appointed LexisNexis to this role by virtue of its expertise in the provision of authoritative, current and accurate legal information.

ASX will continue to provide all listed entities with free online access to the Listing Rules on ASX Online for Companies, our secure website for our listed entities. The Rules are provided in a PDF format, are searchable, and can be printed if so desired. 

LexisNexis hard copy ASX Listing Rules will feature the same look and feel as the existing service and will also provide a number of additional benefits, including fast and frequent updating to ensure maximum currency, and convenient indexing for easy reference. 

To order a hard copy version of the Listing Rules, please contact LexisNexis on 1800 772 772, or alternatively e-mail customer.relations@lexisnexis.com.au and LexisNexis will contact you shortly.

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.