Quotation requirements 

The main quotation requirements for debt securities are as follows:

• The aggregate face value for the securities must be at least $10 million.
• The company will need to give ASX a copy of the documents setting out the terms of issue of the securities, any trust deed, and the registry and dealers agreements.
• The securities must be approved for settlement in CHESS (or, in the case of wholesale debt issues, for settlement in Austraclear).

Ongoing requirements

The ongoing requirements for listed debt issuers include the following:

• Compliance with continuous disclosure obligations in relation to quoted debt securities.
• Providing ASX each year with a copy of the audited annual accounts.
• If the terms of issue of debt securities are changed, providing ASX with a copy of the updated terms.
• Complying with a standard timetable for interest payments. For instance, the standard requirement for books closing date (record date) is generally at the close of business 8 calendar days before the interest payment date.

A number of other requirements apply. For more details contact ASX Issuers on +61 9227 0133

Regulatory requirements in quoting debt securities

In offering debt securities for issue and quotation, listed entities need to comply with the:

• Fundraising provisions in Ch 6D of the Corporations Act 2001;
• Requirements relating to offers of debentures in Ch 2L of the Corporations Act; and
• ASX Listing Rules including Guidance Note 34.

Recent legislative change now allows a simplified two-part disclosure document for issuers of listed, high-quality Simple Corporate Bonds - "SCBs". To be eligible, the bonds must be:

• Ranked senior unsecured and be on equal footing with other senior unsecured debt;
• Unsubordinated, except to secured debt;
• A$ denominated;
• Pay a fixed or floating rate of interest;
• Have a first tranche with a A$50 million minimum offer size;
• Listed on a recognised exchange such as ASX;
• No longer than 15 years to maturity.
• If eligible, the issuer can take advantage of a 2-part prospectus regime with the "Base prospectus" having a 3-year "life".

To protect the integrity of the market, ASX has standards for the behaviour of listed companies through its Listing Rules. The Issuers business unit makes day-to-day decisions about the application of the ASX Listing Rules. Guidance notes are also published to assist listed companies and their advisers to understand how certain listing rules and procedures operate.

The main ASX Listing Rules threshold requirements for debt issuers are:

• The company must be a public company limited by shares, a government borrowing authority, a public authority, or an entity approved by ASX.
• The company must satisfy either (a) or (b):
  a. Have net tangible assets of at least $10 million.
  b. The company’s parent entity has net tangible assets of at least $10 million and will unconditionally and irrevocably guarantee all debt securities to be issued by the company for the period of quotation. The company’s parent entity will also need to provide to ASX copies of its annual accounts for release to the market.

The company must apply and be granted quotation of all the securities that are in the class for which it seeks quotation.

Other listing rules apply to Debt Listings.  Particular attention is drawn to Listing Rules 1.8 - 1.10, which deal with Debt Listings.