Important information for ASX Listed Entities

Directors' Interests Notices - forthcoming review

Listing rule 3.19A (PDF 163KB) requires a listed entity to lodge on the Company Announcements Platform a notice of a director's notifiable interests using the appropriate Appendix within 5 business days of any of the following events:

• the director's appointment (Appendix 3X)
• the admission of the entity to the official list (Appendix 3X) 
• a change to a director's notifiable interests (Appendix 3Y)
• a director ceasing to be a director (Appendix 3Z)

Listing rule 3.19B (PDF 163KB) requires every listed entity to enter into arrangements with its directors to ensure that all necessary information in relation to changes of directors' interests is given by the directors to the listed entity so that the listed entity can comply with its obligations under listing rule 3.19A (PDF 163KB) to announce changes to a director's notifiable interests within the 5 business day time limit. See also paragraph 9 of Guidance Note 22 (PDF 139KB). 

Lodgement of the appropriate Appendix 3X, 3Y or 3Z within the 5 business day time limit will also serve to satisfy the requirements of section 205G of the Corporations Act 2001 (see paragraphs 6, 7, and 16 to 19 of Guidance Note 22 (PDF 139KB).) Under section 205G, a director is obliged to notify ASX of changes to his or her relevant interests in securities, and interests in contracts relating to securities, within 14 calendar days of any such change. 

ASX recently conducted a review of directors' interest notices (Appendices 3X, 3Y and 3Z) lodged between 1 January 2008 and 31 March 2008. This review disclosed that a significant percentage of directors' interest notices are being lodged later than the 5 business day deadline. 

From 1 July 2008 ASX will actively monitor the lodgement of directors' interest notices. ASX intends to take action in relation to any director's interest notice which is lodged late, or which is incomplete. The actions may include any or all of the following.

• Writing to the listed entity noting the breach of the listing rules, requesting an explanation for the breach, and asking for details of the arrangements that the listed entity has in place with its directors to enable it to comply with its obligations under listing rule 3.19A (PDF 163KB). This correspondence will be released to the market.
• Where an Appendix 3Y has been lodged later than 14 calendar days after the change in the director's interests, and the director has not lodged any other notification of his or her own to comply with section 205G of the Corporations Act, ASX will refer the breach of the Corporations Act to ASIC. 

If you have any queries about Listing rule 3.19A (PDF 163KB) or 3.19B (PDF 163KB), or Appendices 3X, 3Y and 3Z, please contact your Issuers Adviser.