Chapter 3 - Listing Rules (PDF 204KB)
Note 8 (PDF 107KB)
29 February 2008
Important information for ASX Listed Entities
Listing Rule 3.1
ASX is concerned to ensure that all listed entities are aware of, and in compliance with, their continuous disclosure obligations in the current environment of high market volatility. This is particularly so with respect to the disclosure of material information relating to the:
- financing arrangements of entities; and
- existence and terms of any finance arrangements that may be in place in relation to directors' shareholdings (for example: margin loans).
Listing rule 3.1 (PDF 204KB) requires an entity to disclose immediately to ASX any information that it is aware of concerning itself that a reasonable person would expect to have a material effect on the price or value of its securities. The exceptions to this requirement are set out in
3.1A (PDF 204 KB)
The expectations of the reasonable person evolve over time and ASX is committed to administering
listing rule 3.1 (PDF 204KB) in a way that reflects these evolving standards.
Where a listed entity has in place or enters into new material financing arrangements or alters existing material financing arrangements which include terms that may be activated upon the occurrence of certain events (particularly those beyond the control of the entity, such as market events), disclosure may be required under
listing rule 3.1 (PDF 204KB) at the time that any such term is activated or becomes likely to be activated. The disclosure required may include the nature and terms of the arrangements, the trigger event, and any other material
information such as any impact that triggering of the term may have on the entity's relationship with its bankers, or financial position or financial performance. It may also be appropriate in some circumstances for the entity to request a trading halt if the entity is unable to immediately release the information.
Listing rules 3.19A and 3.19B (PDF 204KB) require an entity to disclose the notifiable interests of a director within five business days of the appointment or resignation of the director or of a change to the notifiable interests occurring.
Information about shareholders and their shareholdings can be material under listing rule 3.1 (PDF 204 KB) and require immediate disclosure (see, for example, bullet point 11 in the note to
listing rule 3.1 (PDF 204KB) which deals with information about the beneficial ownership of securities obtained under Part 6C.2 of the Corporations Act).
Where a director has entered into margin loan or similar funding arrangements for a material number of securities, ASX advises that
3.1 (PDF 204 KB), in appropriate circumstances, may operate to require the entity to disclose the key terms of the arrangements, including the number of securities involved, the trigger points, the right of the lender to sell unilaterally and any other material details. Whether a margin loan arrangement is material under
listing rule 3.1 (PDF 204KB) is a matter which the company must decide having regard to the nature of its operations and the particular circumstances of the company.
Attention is drawn to paragraphs 16 to 19 of Guidance Note 8 - Continuous Disclosure (PDF 221KB) which discusses when an entity becomes aware of information.
Listing rule 3.1B (PDF 204KB) applies where ASX considers that there is or is likely to be a false market, and in such circumstances an entity must disclose information necessary to correct or prevent a false market. This requirement may
arise even though the entity is not aware of any information that would be required to be disclosed under
listing rule 3.1 (PDF 204KB).