Companies Update 12/07

 

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2008 Reporting Calendar (PDF 23 KB)

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Chapter 4 - Listing Rules (PDF  191 KB)

Chapter 5 - Listing Rules (PDF  113 KB)

Chapter 17 - Listing Rules (PDF 129 KB)

Trading Calendar for 2008

Omnibus Listing Rules Paper (PDF 250KB)

Non-Voting Ordinary Shares Paper (PDF 166 KB)

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Companies Update
20 December 2007
Update no 12/07

Important information for ASX Listed Entities

Trading Hours and Company Announcement Office (CAO) Hours over the Christmas and New Year Holidays 
The early closing times for ITS and CAO on the trading days preceding Christmas Day and New Year's Day have been announced. Normal trading will cease at 2.00 pm AEDT, and the Closing Single Price Auction will take place at 2.10 - 2.12 pm AEDT, on each of Monday 24 December 2007 and Monday 31 December 2007.

Market Control will be closed from 2.30 pm AEDT on each of these days.

CAO will be closed from 4.30 pm AEDT on each of these days. 

Deadlines for Periodic Reports, 2008
The Reporting Calendar for the 2008 calendar year (PDF  23 KB) identifying the deadlines for periodic reports of listed companies with balance dates of 31 December or 30 June, is now available on asx.com.au. Listed companies are referred to Chapter 4 (PDF 191 KB) and Chapter 5 (113 KB) of the Listing Rules, and Listing Rule 17.5 (129 KB), in relation to their periodic reporting obligations

Non-Business and Non-Trading Days in 2008
ASX has declared the non-business and non-trading days for 2008. 

'Business day' is defined in listing rule 19.12 as:

Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day. 

The ASX Market Rules define 'trading day' as:

a day determined by ASX to be a Trading Day and notified to Market Participants. 

The Trading Calendar for the 2008 year identifying public holidays, both national and state, is now available on asx.com.au. It indicates whether they are non-business days (no ASTC settlement) and/or non-trading days (equities market closed). Any weekday not included in the calendar is a 'business day' and 'trading day' as defined. 

ASX reserves the right to declare other days as non-business days and non-trading days. 
All home branches for listed entities and the Company Announcements Office will be open for business on all trading days, even though that day may be a non-business day or a public holiday in the State of that home branch. 

The time limits set out in the timetables contained in the Appendices to the Listing Rules are by reference to business days. Listed entities are reminded that if they are preparing a timetable for an issue or offer to existing security holders, a dividend, a call, a capital reorganisation, or any similar corporate action, the draft timetable may be lodged with ASX on a confidential basis for discussion with their Issuers Adviser.

Distributions Announced by Managed Investment Trusts - Taxation Administration Act 1953 Subdivision 12-H
The Australian Custodial Services Association (ACSA) has advised ASX that:

  • Legislative changes which came into effect on 1 July 2007 have impacted the withholding tax arrangements for non-resident investors of managed investment trusts. 
  • In order for custodians holding units on behalf of non-resident investors to apply an appropriate rate of non-resident withholding tax, trusts should look to release two key pieces of information prior to the distribution payable date:
  1. a statement that the trust complies with the legislation and in particular that it is a managed investment trust for the purposes of Sub-division 12-H of the Taxation Administration Act 1953 for the particular year of income; and 
  2. a statement clearly identifying each of the individual taxation components that collectively total to the distribution rate.
  • If a trust does not state compliance to Sub-division 12H on the distribution notice and does not issue any component information, custodians are required to deduct non-resident withholding tax over the entire distribution at a rate of 45%. 

ACSA has written to ASX listed trusts to alert them to this issue, and has circulated a sample statement. 

ASX encourages listed trusts to have regard to these matters when announcing distributions. 

ASIC Form 484
Listed entities are required to lodge with ASIC a Form 484 to show various changes to the company and its securities. ASX also requires pursuant to listing rule 3.8A (PDF 204 KB) a copy of any notice of cancellation of shares lodged with the ASIC following a buy-back. Common practice to satisfy this listing rule is for entities to lodge with ASX the same Form 484 which it lodges with ASIC.

The ASIC Form 484 has a field requiring entry of a Corporate Key which should be treated as confidential. It is therefore inappropriate to lodge that same form with ASX for release to the market since the Corporate Key will then be disseminated publicly.

ASX therefore requests that you take care not to display Corporate Key information on any Form 484 lodged for release to the market. We take the opportunity to remind you that a template of the ASIC Form 484 has been provided for your use on ASX Online which does not require mandatory entry of Corporate Key details and we would recommend that you use this as an alternative.

The Company Announcements Office is attempting to monitor incoming Forms 484 to assist in avoiding release of Corporate Key details but cannot take responsibility for release of announcements containing this information.

Your assistance in managing this process appropriately is appreciated.

Consultation Papers Released 
Two consultation papers were released on Friday 14 December 2007. They are available on the home page of asx.com.au under the section What's New.

A brief summary of the consultation papers follows.

Omnibus Listing Rules (PDF 260 KB)
The first contains proposed Omnibus Listing Rule Amendments which should come into effect sometime in the second half of 2008. Comments are requested by 15 February 2008. The matters canvassed in the Omnibus paper are:

  • Share Purchase Plans - all shareholders on the register on the business day prior to announcement of any share purchase plan to be afforded the opportunity to participate (so as to disincentivise the practice of sellers failing to deliver within T+3 in circumstances where a plan is announced after they have sold and before delivery is due);
  • Strategic Investment Vehicles - Investment companies with a substantial amount of assets, a track record of successful investment and a focus on acquisition and active management of strategic assets, which might otherwise be ineligible to list or remain listed because they have a majority of their assets in cash, to be eligible for listing and to be subject to ongoing disclosure requirements (to address the risks that had previously been addressed by making small "cashboxes" ineligible for listing);
  • Capital Raising by Small and Medium sized entities (SME's) - Companies with a market capitalisation of $100 million or less to be able to obtain at their AGM a shareholder mandate to make placements up to 25% (rather than 15% as at present) of the amount of issued capital; and
  • Listing Eligibility requirements - (a) companies seeking listing to have at least 200 shareholders (currently 400) each with holdings of at least $2000 worth of shares and net tangible assets of at least $4 million (currently $2 million); and (b) companies seeking listing to no longer be subject to the requirement that at the time of initial listing the issue price or sale price of all the securities for which the entity seeks quotation (except options) must be at least 20 cents. 

Non-voting Ordinary Shares (PDF 166 KB)
The second consultation paper seeks feedback on whether ASX should quote non-voting ordinary securities. The paper clearly states that ASX has not yet formed a view on this matter. If, following the consultation process, we do decide to proceed to allow non-voting ordinary shares, the rule changes should come into effect sometime in the second half of 2008. Comments are requested by 7 March 2008.

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.