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Chapter 3 - Listing Rules


Companies Update
23 November 2005
Update no 13/05

Important information for ASX Listed Entities

Continuous Disclosure - Arrangements with other regulators - Clarification

The purpose of this update is to clarify the obligations of a listed entity under ASX Listing Rule 3.1 whenever a listed entity enters into certain confidentiality arrangements with other regulators.

ASX's requirement for the immediate disclosure of market sensitive information (Listing Rule 3.1) is our most important listing rule. Transparency of information is a core principle underpinning the way we operate our market.

The entering into of a confidentiality arrangement with another regulator, of itself, does not take away the obligation of a listed entity to disclose market sensitive information in relation to the entity.

Where the confidentiality arrangement with a listed entity relates to information about that entity or another entity, there is no obligation on the listed entity to disclose that information provided a reasonable person would not expect it would have a material effect on the price or value of the securities of the listed entity, or, the 'carve out' in Listing Rule 3.1A applies. Whether the information is material and whether the carve out applies will depend on the circumstances in each case. If in doubt, the entity should contact its designated ASX Adviser.

However, despite the provisions of any confidentiality agreement the entity has entered into, if the information relating to the confidentiality arrangement is likely to have a material effect on the price or value of the listed entity's securities and the carve out in Listing Rule 3.1A does not apply, that information must be disclosed.  In circumstances where there clearly is an irreconcilable conflict between confidentiality arrangements and continuous disclosure, the interests of a fully informed market will prevail. 

To help keep our Listed Entities informed of information and events ASX will be sending emails to the Company Secretary's Office from time to time. You are receiving this email because you have been identified as a key contact within the Company Secretary's Office at your organisation. If you would like to update your email address please do so via the Directors/Senior Management page on ASX Online for Companies. Feel free to forward this email to any relevant parties within your organisation.