2007 Omnibus Listing Rule Amendments document (PDF 557 KB)
Chapter 1 - Listing Rules (PDF 119 KB)
Chapter 3 - Listing Rules (PDF 117 KB)
Chapter 4 - Listing Rules (PDF 101 KB)
Chapter 5 - Listing Rules (PDF 68 KB)
Chapter 7 - Listing Rules (PDF 148 KB)
Chapter 12 - Listing Rules (PDF 60 KB)
Chapter 15 - Listing Rules (PDF 93 KB)
Chapter 17 - Listing Rules (PDF 75 KB)
Chapter 19 - Listing Rules (PDF 144 KB)
Appendix 3C - Listing Rules
Appendix 3D - Listing Rules
Appendix 3E - Listing Rules
Appendix 3F - Listing Rules
Appendix 4D - Listing Rules
Appendix 4E - Listing Rules
Appendix 6A - Listing Rules
Appendix 7A - Listing Rules
Guidance Note 8 - Listing Rules (PDF 222 KB)
11 January 2010
Important information for ASX Listed Entities
Listing Rule Amendments from the 2007 Omnibus Listing Rule Amendments come
ASX advises that a number of listing rule amendments come into effect on 11
January 2010. These listing rule amendments were exposed for public comment in
2007 Omnibus Listing Rule Amendments document (PDF 557 KB), released 22 June
Summary of amendments
Corporate governance listing rules
- Listing rule 12.7
(PDF 60 KB) has been amended so that the group of listed entities
that is required to have an audit committee constituted in compliance with
the recommendations of the ASX Corporate Governance Council is changed from
the top 300 entities in the S&P/ASX All Ords, to the entities that make up
the S&P/ASX 300.
- A corresponding amendment has been made to
rule 1.1 condition 13 (PDF 119 KB)
so that an entity that has applied for listing and which will be included in
the S&P/ASX 300 upon its admission will be required to have a complying
- Listing rule 1.1 condition 13
(PDF 119 KB) has also been amended so that an entity
applying for admission to the official list must provide a statement disclosing the
extent to which it follows the recommendations of the ASX Corporate
- A definition of the term S&P/ASX 300 Index has been included in
rule 19.12 (PDF 144 KB)
Annual report information to be included by entities that are required to
comply with the commitments test in listing rule 1.3.2(b) as a result of a
- Listing rule 4.10.19
(PDF 101 KB) has been amended to clarify that an entity that has
complied with the commitments test in listing rule 1.3.2(b)
(PDF 119 KB) in the context
of a backdoor listing must provide annual report disclosure for the first 2
annual reports after its reinstatement to quotation on whether it used its
cash consistently with its stated business objectives.
Quarterly reporting on mining tenements by entities that are not classified
as mining exploration entities
- Listing rule 5.2
(PDF 68 KB) has been amended to clarify that for an entity
that is not classified as a mining exploration entity but which has an
interest in a mining tenement, there will be an obligation to lodge a
quarterly activities report only if the interest in the mining tenement is
material to that entity.
Additional information to be included in dividend announcements
- The timetable for dividends at item 1 of
Appendix 6A of the Listing
Rules has been amended so that announcements of dividends or distributions
must include information about the operation of a dividend reinvestment plan
for that dividend, and about foreign conduit income.
Change to timetable for reconstruction of capital (without court approval)
- The timetable for carrying out reorganisations of capital (without court
approval) at item 5 of
Appendix 7A of the Listing Rules has been amended to
include an additional day of trading on a pre-reorganisation basis after the
date of shareholder approval of the reorganisation.
On-market buy-backs by listed trusts
- Footnotes have been included in listing rules
(PDF 117 KB),
and 7.36 (PDF 148 KB)to refer to listed trusts undertaking an on-market buy-back of
interests in accordance with ASIC Class Order 07/422. The compliance
statement in each of Appendices 3C to 3F has been amended to include a
reference to trusts.
Deletion of redundant listing rules, or rules that overlap with
Corporations Act provisions
- Rules in
(PDF 101 KB) relating to the lodgement of financial reports for
periods ending before 30 June 2003, and the transitional rules for first
time adoption of AIFRS, have been deleted. The Appendix 4B has been deleted.
Consequential amendments to
listing rule 17.5
(PDF 75 KB) have been made.
- Listing rules 3.2 and 3.3 have been deleted. These rules required
notification to ASX of information about percentage holdings of securities
in a bid class by entities making takeover offers, when the offer period was
extended or when it finished. These rules overlapped with Corporations Act
obligations about disclosure of interests in securities by entities making
- Listing rule 14.2.2, requiring that a proxy form must provide for the
security holder to appoint proxies of the holder's choice, has been deleted.
This overlapped with section 249X of the Corporations Act.
- Listing rule 15.3.1
(PDF 93 KB) has been amended to remove the ability of ASX to
notify an entity that the entity had not complied with listing rule 15.3.1
if in ASX's opinion the entity had not complied with the electronic
lodgement agreement. This discretion appeared to be redundant.
Full copies of the amended chapters and Appendices are available on
asx.com.au and on ASX Online.
Profit Warnings and other announcements of expected material differences in
In the period leading up to the deadline for lodging the periodic reports for
half-year or annual reporting periods ended 31 December 2009, ASX would like to
remind listed entities of their obligations under
listing rule 3.1
(PDF 117 KB) in relation
to any expected material variations in their financial results for that period.
Entities are required to make an appropriate announcement immediately they
become aware that there is expected to be a material difference in the financial
results for that period from the results that were recorded in the previous
corresponding period, or from forecasts for that period that have been provided
to the market by the entity, or (in some cases) from analysts' consensus
forecasts. It is not acceptable for the release of such information to be
delayed until the release of the periodic financial report (the
or statutory financial report).
Listing rule 3.1
(PDF 117 KB) states:
"Once an entity is or becomes aware of any information concerning it
that a reasonable person would expect to have a material effect on the price
or value of the entity's securities, the entity must tell ASX that
Guidance Note 8
(PDF 222 KB) to the ASX Listing Rules is on the subject of Continuous
Disclosure and has been issued to assist listed entities to comply with their
disclosure obligations. The Guidance Note outlines ASX's expectations in
relation to best disclosure practice. Paragraphs 93 to 95 of
Guidance Note 8
(PDF 222 KB) are
particularly relevant to continuous disclosure obligations in the context of
periodic financial reporting.
Specifically, Paragraph 93 of
Guidance Note 8
(PDF 222 KB) states:
"Listing rule 3.1 provides examples of information that, if material,
would require disclosure. One of those examples is a change in the entity's
previously released financial forecast or expectation. As a general policy,
a variation in excess of 10% to 15% may be considered material, and should
be announced by the entity as soon as the entity becomes aware of the
variation. If the entity has not made a forecast, a similar variation from
the previous corresponding period will need to be disclosed. In certain
circumstances a smaller variation will be disclosable."
Paragraph 94 states that:
"In making such disclosure, the entity must provide some details,
however qualified, of the extent of the variation. For example a statement
by an entity may indicate that, based on internal management accounts, its
expected net profit or EBIT will be an approximate amount (e.g.
approximately $6m) or alternatively within a stated range (e.g. between $5m
and $7m). Alternatively, the entity may indicate an approximate percentage
movement (e.g. "up [or down] by 25 %"). ASX accepts that this information
may not be precise and may be changed or amended on completion of the final
accounts. ASX discourages entities from using terms such as "single digit"
and "double digit" when disclosing financial forecasts or profit variations
as they are considered to be insufficiently precise and potentially
misleading to investors in assessing the impact of information and making
An example relevant to paragraphs 93 to 95 is set out at Example B on page 23
Guidance Note 8
(PDF 222 KB).
Listed entities are asked to take note that where an entity reports results that
have varied by greater than 10% to 15%, ASX will undertake a review of previous
announcements made by that entity in the financial reporting period to determine
if continuous disclosure obligations have been met. This approach will be
adopted in respect of entities whose periodic financial report discloses
variations of approximately that size from the results in the previous
corresponding reporting period or from forecasts or earnings guidance previously
released by the entity itself, and (in appropriate cases) from analysts'
consensus forecasts. Where it does not appear from that review that an
announcement indicating the likelihood of a material variation in the results
had been released prior to the release of the periodic financial report, ASX may
write to an entity asking it to state when it first became aware that there
would be such a variation. If ASX decides to write to an entity in order to
confirm that the entity has met its continuous disclosure obligations, copies of
correspondence between ASX and the entity may be released to the market.
Appendix 4D and Appendix 4E - Presentation of Documents
ASX would also like to take this opportunity to draw listed entities' attention
to listing rules 4.2C.3 and 4.3C.2
(PDF 101 KB), which state that in relation to information
or documents given to ASX under
listing rules 4.2A and 4.3A
(PDF 101 KB):
The information identified as "Results for announcement to the market"
must be set out at the beginning of the document"
The "Results for announcement to the market" section of the announcement
forms the basis for the voiceline broadcast which is made for all profit results
by the Company Announcements Office (CAO). Profit results also trigger a brief
halt in trading while the announcement is prepared by CAO for release and
voiceline to the market.
If the relevant section is not prominently displayed at the front of the
document, delays will occur in processing and release, particularly during CAO's
busy periods. The full name of the reporting entity should also be included on
this front page for inclusion in the voiceline broadcast.
Please note that if you are preparing supplementary documentation to be lodged
separately but at the same time as the periodic financial reports (such as media
releases and/or presentations), these should be sent to ASX after the
4D or 4E. The 'sensitive' document which triggers the halt in trading is the
relevant Appendix containing the voiceline details described above, and it
should therefore always be sent to ASX and released ahead of any supplementary
ASX would also request that correct user name and telephone number for contact
purposes are attached to each e-lodgement so that any issues may be promptly
resolved by CAO.
It would be appreciated if you could take note of these important steps in
preparing your half-yearly and preliminary final profit reports in order to
avoid unnecessary confusion and delay.