Compliance Update 07/17 August
ASX
Compliance Updates

Listed@ASX
Compliance Update 18 August 2017
Update no 07/17 
1. Annual listing fees FY2018 - Reminder
Listed entities are reminded that annual listing fees for FY2018 were due on 31 July 2017.
Should payment not be received in full by 5.00pm AEST Monday 21 August 2017, ASX will suspend trading in the entity's securities before trading commences on Tuesday 22 August 2017 in accordance with Listing Rule 17.6. ASX will not waive this rule. Fees paid after Monday 21 August 2017 must be paid by bank cheque.
Further, should payment still remain outstanding by 5.00pm AEST on Monday 28 August 2017, ASX will remove the entity from the official list that day under Listing Rule 17.15. ASX will not waive this rule.
For queries on how the fee was calculated please refer to ASX Guidance Note 15 paragraph 2.4. For queries in relation to the suspension and delisting process please contact your Listings Compliance Adviser. For all other enquiries please contact ASX Accounts Receivable via the email address ar@asx.com.au.
2. Lodging your notice of meeting for your AGM with ASX
Listed entities must hold their AGMs within 5 months of their financial year end. Almost 90% of ASX's listed entities have a balance date of 30 June and therefore have to hold their AGMs by 30 November each year.
Under Listing Rule 15.1.7, draft notices of general meeting that contain resolutions for Listing Rules purposes must be submitted to ASX for review before they are sent to security holders. Listing Rule 15.1 provides that ASX may take 5 business days to advise whether it objects to a draft document and may extend that deadline that it needs further time to review the document.
ASX asks listed entities to bear these timing requirements in mind and allow sufficient time when they submit their draft notices of meeting for ASX to review. This is particularly important if there are a number of resolutions or complex transactions to be considered.
If you will require waivers from any listing rules in connection with your notice of AGM, additional time should be allowed to obtain the waiver as the 5 business day period referred to above does not include the time needed to obtain a waiver. Listed entities should contact their Listings Compliance Adviser to seek advice on how long ASX needs to process a waiver request.
3. Cleansing notices
ASX has noticed an increase in the number of listed entities that have issued cleansing notices purportedly under Case 1 of section 708A in circumstances where they do not satisfy the conditions to do so. In particular, if a listed entity's securities have been suspended from quotation for more than a total of 5 days in the preceding 12 months, it is precluded from relying on Case 1, absent relief from ASIC.
Listed entities, and in particularly entities that have been suspended pending completion of a backdoor listing, must pay close attention to the length of time they have been suspended in the preceding 12 months before they seek to avail themselves of Case 1.
Where ASX identifies a breach of Case 1, ASX will suspend the listed entity's securities from quotation until such time as the breach is rectified. In the event that securities have been on-sold in breach of the secondary sales provisions in the Corporations Act, the listed entity may, in addition to lodging a cleansing prospectus, need to commence court proceedings to rectify the effect of the breach.
4. Dividend and distribution information
Period ending 30 September 2017
Listed entities declaring a dividend or distribution for the period ending 30 September 2017 are reminded that they must use ASX Online forms to announce the dividend or distribution and that as 30 September 2017 falls on a Saturday, it cannot be used as a record date. Therefore, the entity should use 29 September 2017 as the record date, in which case they will need to announce the dividend or distribution by no later than 25 September 2017 (Day 0 in the Appendix 6A Paragraph 1 timetable).
Listed entities should include the following information in such announcements (see Appendix 6A paragraph 1):
  • Conduit foreign income - where an entity announces a dividend or distribution that is fully or partially unfranked, the announcement should make clear the conduit foreign income (CFI) component of that dividend or distribution, even if the CFI component is nil.

    In the online form, please note that questions 3A.4 Franked amount, 3A.6 Unfranked amount and 3A.7 Conduit Foreign Income amount should all add up to the total amount of the dividend/ distribution as advised at question 3A.1b (that is, the Conduit Foreign Income amount is exclusive of the Unfranked amount).

    The announcement of franking details is not compulsory when announcing an estimate of a dividend or distribution.

  • Dividend/distribution reinvestment plans (DRP) - where an entity has a DRP or other plan in place, ASX requests that the entity make it clear in the announcement whether the DRP will operate or will be suspended for that particular dividend or distribution. If the DRP will operate, the following information should also be given:

    • the last date for electing to participate in the DRP (question 4A.2 in the online form);
    • the discount rate, if applicable (question 4A.3 in the online form);
    • the ranking of the securities to be issued pursuant to the DRP (question 4A.8a in the online form); and
    • pricing period and the pricing methodology for determining the issue price under the DRP (questions 4A.4 and 4A.5 in the online form).
If at the time when the dividend or distribution is announced it has not been decided by the entity whether the DRP will operate, or the above details are not known, the entity should give an indication of when the entity expects to confirm details of the DRP's operation (using Part 5 'Further information' of the online form).
Listed entities are also reminded to advise any update to dividend information (including actual amounts and DRP prices) by completing and submitting an Updated Online Form.
If you have any questions please contact your Listings Compliance Adviser or email: onlineforms@asx.com.au.
5. Periodic report due date reminder
Listed entities are reminded of upcoming deadlines for periodic reports:
  • Preliminary final reports, 30 June balance date: Thursday 31 August 2017
  • Statutory half year financial reports (except mining exploration entities), 31 December balance date: Thursday 31 August 2017
  • Statutory half year financial reports for mining exploration entities, 31 December balance date: Wednesday 13 September 2017
  • Statutory audited annual accounts, 30 June balance date: Friday 29 September 2017
  • Annual reports, 30 June balance date: Tuesday 31 October 2017
  • Next quarterly reports for mining and commitments test entities: Tuesday 31 October 2017
Listed entities are also reminded that a failure to lodge the relevant documents on time will result in an automatic suspension of the entity's securities (refer to Listing Rule 17.5).
6. Subscribe to Listed@ASX - Compliance Update
Listed@ASX Compliance Update is a free publication for listed entities and their advisers about ASX rules and requirements. To subscribe, email Listed@ASX or download the free Listed@ASX app from the Apple app store and Google Play.

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