149
APX Listing Rules
APX Listing Rules
14 December 2015 2
Contents
1. INTERPRETATION RULES 3
2. DEFINITIONS 8
3. SPONSORS 21
4. ADMISSION AS A LISTEE 26
5. QUOTATION OF SECURITIES 36
6. RIGHTS AND OBLIGATIONS ATTACHED TO SECURITIES 42
7. CONSTITUTIONS 49
8. RESTRICTIONS ON NEW ISSUES OF SECURITIES 51
9. BUY BACKS AND FORFEITURE 60
10. REORGANISATIONS 63
11. CONTINUOUS DISCLOSURE 67
12. OTHER CONTINUING OBLIGATIONS 69
13. COMPLIANCE WITH AND ENFORCEMENT OF THESE RULES 79
14. TRADING HALTS, SUSPENSIONS AND REMOVALS 82
15. FINANCIAL INFORMATION 86
16. MAJOR TRANSACTIONS 90
17. TRANSACTIONS WITH RELATED PARTIES 91
18. DIRECTORS 96
19. MEETINGS 99
20. TRANSFERS AND REGISTRATION 102
21. RESTRICTED SECURITIES 107
22. SANCTIONS 110
23. RULE ENFORCEMENT PROCEEDINGS - SPONSORS 111
24. REVIEW PANEL 114
25. FEES 117
26. GENERAL 120
27. ADDITIONAL CONTINUING OBLIGATIONS FOR OIL & GAS LISTEES 127
28. ADDITIONAL CONTINUING OBLIGATIONS FOR MINING LISTEES 136
29. SUPERVISION OF RELATED LISTEES BY ASIC 148
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1. INTERPRETATION RULES
Compliance with spirit, intention and purpose of Rules
1.1 Each applicant, listee and sponsor must comply with these Rules. In interpreting a
Rule, a construction that would promote the purpose or object of the underlying Rule is
to be preferred.
Governing law
1.2 These Rules are governed by and must be construed in accordance with the laws of
New South Wales, and or as applicable the laws of Australia.
1.3 APX and each applicant, listee or sponsor:
(a) irrevocably submits to the exclusive jurisdiction of the courts exercising jurisdiction
in New South Wales, Australia and to the courts of appeal from the courts of New
South Wales;
(b) irrevocably waives any immunity from, or objection to, any action in the courts
exercising jurisdiction in New South Wales, Australia and to the courts of appeal
from the courts of New South Wales; and
(c) irrevocably waives any claim or objection to any action brought in New South
Wales, Australia based on absence of jurisdiction or inconvenient forum or to the
courts of New South Wales, or the courts of appeal from the courts of New South
Wales, not having jurisdiction.
Terms used in these Rules
1.4 In these Rules unless the context requires otherwise:
(a) words importing the singular number include the plural and vice versa;
(b) words importing the masculine gender include the feminine and neuter genders
and vice versa;
(c) a reference to a person includes a reference to a natural person and a legal
person;
(d) the word "person" includes a corporation, body corporate, unincorporated
association or any governmental authority;
(e) a reference to a person includes a reference to the person's executors,
administrators, legal personal representatives, successors and permitted assigns;
(f) a reference to "Dollars" or "$" or "AUD" is a reference to Australian currency;
(g) a reference to "includes" and cognate terms means includes without limitation;
(h) a reference to:
(i) these Rules or the APX Listing Rules are to the rules contained in this
document;
(ii) a Rule is a reference to a rule in this document;
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(iii) a Business Rule is a reference to a rule in the Business Rules;
(iv) a Chapter is a reference to a chapter in these Rules;
(i) terms in bold font in these Rules (including this document) have the meanings
specified in Rule 1.4(h) or Chapter 2 and cognate terms have a corresponding
meaning;
(j) an obligation incurred by two or more persons binds them or any one or more of
them jointly and severally;
(k) any obligation to comply, and similar terms, is to be interpreted as an obligation to
comply fully and immediately (or in the time specified) and to ensure continuing
compliance with the obligation;
(l) any reference to a discretion means an absolute and unfettered discretion and any
reference to an opinion of a person, means an opinion formed in the absolute and
unfettered discretion of the person;
(m) any reference to a power, action, opinion or discretion of APX, includes a
reference to a power, action, opinion or discretion of the board, any department,
committee, tribunal, officer, executive or representative of APX, as the case may
be, which or who is empowered by these Rules to exercise that power, take that
action, form that opinion or to exercise that discretion or make a decision whether
to exercise that discretion;
(n) any reference to a power, action or discretion of APX includes a reference to any
power, action or discretion necessary to give effect to APX's power, action or
discretion;
(o) a reference to a right includes an interest, power, remedy, privilege and cause of
action however arising;
(p) references to writing include typewriting, printing, photography and other modes of
representing or reproducing words in legible and non-transitory form and electronic
mail; and
(q) any reference to making a disclosure, or disclosing, that is not required by a
Rule to be made immediately is to be interpreted as an obligation to disclose on a
timely basis.
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1.5 All headings are for ease of reference only and do not affect in any way the meaning or
interpretation of any Rules.
Terms used in the Act and Australian Accounting Standards
1.6 Terms that are not specifically defined in these Rules, but are given a particular meaning
in the Act, have that meaning in these Rules.
1.7 Terms that are defined in the Australian Accounting Standards and that are not
defined in these Rules, have the same meaning given in the accounting standards.
Modifications, amendments and replacements
1.8 A reference to any of the Rules includes any variation, modification or replacement of it.
1.9 A reference to a statute or other law includes regulations and other instruments under it
and consolidations, amendments, re-enactments or replacements or any of them.
Conduct
1.10 An act or omission by an applicant, listee or sponsor includes an act or omission
caused directly or indirectly by the applicant, listee or sponsor.
1.11 Conduct engaged in on behalf of an applicant, listee or sponsor by an officer,
employee, or other agent of the applicant, listee or sponsor (as the case may be) is
taken for the purposes of these Rules to have been engaged in by the applicant, listee
or sponsor (as the case may be), whether or not the conduct is within the scope of the
actual or apparent authority of the officer, employee, or other agent.
1.12 Conduct engaged in on behalf of an applicant, listee or sponsor by any other person at
the direction or with the express or implied consent of an officer, employee, or other
agent of the applicant, listee or sponsor (as the case may be) is taken for the purposes
of these Rules to have been engaged in by the applicant, listee or sponsor (as the
case may be), whether or not the giving of the direction or consent is within the scope of
the actual or apparent authority of the officer, employee or other agent.
Calculation of time
1.13 When a Rule requires something to be done by a day that is not a business day, the
thing must be done by the next business day.
1.14 References to time are to Australian Eastern Standard Time or Australian Eastern
Summer Time (as appropriate), unless another time is specified.
Financial statements
1.15 If a Rule requires financial statements to be submitted to APX or disclosed, the
following apply:
(a) if the entity controls a second entity within the meaning of section 50AA of the Act
or is the holding company of an entity, required by law, regulation, rule or
accounting standard or if APX requires, the statements must be consolidated
statements;
(b) the financial statements must
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(i) be prepared in accordance with the Act and, in all material respects, with
the Australian Accounting Standards; or
(ii) if the entity is an international listee or an international exempt listee,
be prepared to Australian Accounting Standards, International
Financial Reporting Standards or other standards set out in the Listing
Rule Procedures. The financial statements must clearly state the
standards used;
(c) if the Rule requires audited financial statements, the audit must be independent
and
(i) be conducted in accordance with Australian Auditing Standards by an
auditor; or
(ii) if the entity is an international listee or an international exempt listee,
be conducted in accordance with Australian Auditing Standards,
International Standards on Auditing issued by the International Auditing
and Assurance Standards Board, or other standards set out in the Listing
Rule Procedures. The audit may be conducted by an overseas equivalent
of an auditor. The financial statements must clearly state the standards
used;
(d) if the Rule requires financial statements to be reviewed, the review must
(i) be conducted in accordance with Australian Auditing Standards by an
auditor; or
(ii) if the applicant is an international listee or an international exempt
listee, be conducted in accordance with Australian Auditing Standards,
International Standards on Auditing issued by the International Auditing
and Assurance Standards Board, or other standards set out in the Listing
Rule Procedures. The review may be conducted by an overseas
equivalent of an auditor. The financial statements must clearly state the
standards used; and
(e) if there is a directors' declaration that relates to the financial statements, the
directors' declaration must be submitted to APX with the financial statements.
Amendments to Rules
1.16 Unless otherwise explicitly stated, a Rule that is amended, deleted or otherwise ceases
to have effect does not:
(a) affect the previous operation of the Rule or anything done under the Rule;
(b) affect any right, obligation or liability, acquired, accrued or incurred under that
Rule;
(c) affect any penalty, sanction, suspension or other enforcement action taken,
incurred, or may be imposed with respect of a breach of that Rule; and
(d) affect any investigation; proceedings, enforcement or appeal process in relation to
or arising from those as set out in Rule 1.16(c) above.
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Rules in force at time of breach
1.17 Unless explicitly stated otherwise, in determining whether a breach of the Rules has
occurred, the matter is to be determined with respect to the Rules as in force at the time
of the possible breach.
Managed investment schemes
1.18 In the case of a listee that is a managed investment scheme, obligations imposed by
the Rules on the listee or officers of the listee must be discharged by the responsible
entity of the managed investment scheme or the officers of the responsible entity.
Approval usually means ordinary resolution
1.19 A requirement in these Rules for approval by security holders means approval by
ordinary resolution at a general meeting of the holders of ordinary securities unless
otherwise specified.
Materials not part of the Rules
1.20 The following are not part of the Rules:
(a) any table of contents;
(b) any explanatory notes;
(c) any history, notes, examples or cross-references set out beneath or within
particular Rules;
(d) any index; and
(e) any guidance notes published by APX.
Note: Materials which are not part of the Rules are not subject to section 793E(3) of the Act.
Cross-reference: Rule 26.17, which relates to Listing Rule Procedures (which are not part of the Rules).
Language of documents
1.21 A document submitted to APX, whether for the purpose of disclosure or otherwise, must be in the English language or accompanied by an English translation.
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2. DEFINITIONS
2.1 The following terms have the meaning set out below, unless the context requires
otherwise:
Term Meaning
accounting reference date in respect of an applicant or listee, means the last day in the financial year
(within the meaning of the Act) in respect of which its financial statements are
prepared.
acquire to acquire or agree to acquire directly or through another person by any means,
including (but not limited to) the following:
(a) granting or exercising an option;
(b) enforcing collateral and taking an asset; or
(c) acquiring part of an asset.
Act the Corporations Act 2001 (Cth)
annual report includes financial statements.
applicant an entity or person seeking admission to the official list of APX as a listee.
approved settlement facility the meaning given to it in the Business Rules.
APX Asia Pacific Stock Exchange Limited (ABN 19 080 399 220), a company
incorporated in Australia.
APX Announcements Office the office designated by APX as such.
APX Business Rule
Procedures
the APX Business Rule Procedures, as published by APX from time to time.
APX decision the meaning given to it in Rule 24.1.
APX enforcement
determination
the meaning given to it in Rule 24.1.
APX market a market for securities and managed investment products operated by APX.
APX person has the meaning given to it in Rule 26.24.
APX website the website established by APX for the communication and dissemination of
information regarding its market as set out in the Listing Rule Procedures.
ASIC Australian Securities and Investments Commission.
auditor the same meaning as "registered company auditor" in section 9 of the Act.
Australian Accounting
Standards
the same meaning as "accounting standards" in section 9 of the Act.
Australian Auditing
Standards
the same meaning as "auditing standards" in section 9 of the Act."
Australian financial services
licence
the meaning given to it in section 761A of the Act.
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Term Meaning
aware a listee becomes aware of information if, and as soon as, an officer of the listee
has, or ought reasonably to have, come into possession of the information in
the course of the performance of their duties as an officer of that listee.
bank an authorised deposit-taking institution other than a foreign ADI within the
meaning of the Banking Act 1959 (Cth).
bidder (a) in relation to a takeover bid, the same meaning as in section 9 of the
Act and, in respect of an listee incorporated or established outside
Australia, the equivalent entity; and
(b) in relation to a foreign takeover or a scheme of arrangement, the
entity or entities which, in the opinion of APX, is or are in a similar
position to a bidder under a takeover bid.
bid class (a) in relation to a takeover bid, the same meaning as in section 9 of the
Act; and
(b) in relation to a foreign takeover or a scheme of arrangement, the
class of securities to which the securities being bid for belong.
board in respect of a listee:
(a) if the listee is a corporation – the board of directors of the listee; and
(b) if the listee is a managed investment scheme – the board of the
responsible entity.
bonus issue a pro rata issue of securities to holders of securities for which no
consideration is payable by them.
bonus securities securities issued under a pro rata issue of securities to holders of ordinary
securities for which no consideration is payable by them.
business day a day that is not a Saturday, Sunday, New Year's Day, Australia Day, ANZAC
Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other
day that APX declares is not a Business Day.
Business Rules the business rules of APX.
class securities are in the same class only if the same rights and obligations attach
to them.
competent person means:
in relation to mining listees, the meaning of the term in the Reporting
Standard; and
in relation to oil and gas listees, a person who:
(a) has obtained a bachelors or advanced degree in petroleum
engineering, geology, geophysics or other discipline of
engineering or physical science;
(b) has a minimum of five years practical experience in petroleum
engineering, petroleum production geology or petroleum
geology, with at least three years of such experience being in
the evaluation and estimation of petroleum reserves,
contingent resources and prospective resources; and
(c) is a member of good standing of a professional organisation of
engineers, geologists or other geoscientists whose professional
practice includes petroleum reserves, contingent resources
and prospective resources evaluations and/or audits. The
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Term Meaning
professional organisation must:
(i) require members to comply with the professional
standards of competence and ethics prescribed by the
organisation that are relevant to the estimation,
evaluation, review or audit of petroleum reserves,
contingent resources and prospective resources
data; and
(ii) have disciplinary powers, including the power to
suspend or expel a member.
constitution the meaning given in section 9 of the Act.
contributing security a quoted security that is a partly paid share in a no liability company.
controlled entity (a) each of the following:
(i) an entity which is controlled within the meaning of section
50AA of the Act.
(ii) an entity which is a subsidiary within the meaning of section
46 of the Act.
(b) in relation to a managed investment scheme, an entity that is a
controlled entity of the responsible entity under paragraph (a).
controller a person who, in APX's opinion, has a substantial interest in the equity of the
holder of, or a substantial economic interest in, restricted securities; and each
intermediate entity through which that interest occurs.
convertible includes exercisable.
convertible securities securities which are convertible by the holder, otherwise automatically by their
terms of issue, into equity securities and includes options.
convertible fixed interest
securities
fixed interest securities which are convertible securities.
corporate action action taken by a listee of securities for the purpose of giving an entitlement to
security holders of a class of securities.
depositary interests a unit of beneficial ownership of a listed security registered in the name of a
nominee approved by APX and held by the nominee on terms approved by
APX.
director’s interests (a) relevant interests in securities of the listee or a related body
corporate; and
Note: This limb of the definition is equivalent to s205G(1)(a) of the Act.
(b) interests in contracts to which the director is a party or under which
the director is entitled to benefit, and that confer a right to call for or
deliver shares in, debentures of, or interests in a managed
investment scheme, made available by the listee or a related body
corporate.
Note: This limb of the definition is equivalent to s205G(1)(b) of the Act.
director's statement a declaration by/in respect of a director in the form specified in Appendix 18-
1.
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Term Meaning
disclose means to provide information to the APX Announcements Office for the
purpose of APX publishing that information for dissemination to the APX
market.
dispatch date the date by which the listee is required to have:
(a) in the case of certificated holdings, dispatched certificates, and sent to
holders or in the case of rights, entitlement and acceptance forms in
relation to those rights and sent to holders; and
(b) in the case of uncertificated holdings, entered the securities (including
rights) into security holder’s uncertificated holdings in accordance
with the Rules;
or otherwise as determined by APX and notified from time to time.
dispose to dispose or agree to dispose directly or through another person by any means,
including the following:
(a) granting or exercising an option;
(b) using an asset as collateral;
(c) decreasing an economic interest; and
(d) disposing of part of an asset.
dividend or distribution plan any plan which gives holders of securities the opportunity to accept securities
in place of dividend, distribution or interest payments (either partly or wholly).
employee incentive scheme (a) a scheme for the issue or acquisition of equity securities in the listee
to be held by, or for the benefit of, participating employees or directors
of the listee or a related party; or
(b) a scheme which, in APX's opinion, is an employee incentive scheme.
entitlement (a) property (other than securities) or money transferred or paid to a
person because they are the holder of a security; or
(b) the right that a person has because they are or were the holder of a
security includes (without limitation):
(i) a right to be paid an amount or issued with additional
securities;
(ii) a right that arises out of a reduction in share capital, a
scheme of arrangement or compromise or a takeover bid;
(iii) bonus issues;
(iv) dividend, interest and trust distribution payments;
(v) priority issues; and
(vi) offers under an equal access scheme
and includes a reference to a right, whether existing or future, and whether
contingent or not.
equity interests the sum of paid up capital, reserves, and accumulated profits or losses,
disregarding redeemable preference share capital and outside equity interests,
as shown in the consolidated financial statements.
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Term Meaning
equity security (a) a share (other than a share which is a fixed interest security) in a
body;
(b) an interest (other than an interest which is a fixed interest security)
in a managed investment scheme;
(c) a legal or equitable right or interest in a security covered by paragraph
(a) or (b);
(d) an option to acquire, by way of issue, a security covered by
paragraph (a) or (b);
(e) a financial product which is convertible into a security covered by
paragraph (a) or (b); and
(f) any security that APX classifies as an equity security,
but does not include a security which APX classifies as a fixed interest
security.
equivalent international
estimate
an international estimate that was prepared in accordance with an equivalent
international standard and that is otherwise acceptable to APX.
Note: APX may not consider an estimate prepared in accordance with an equivalent
international standard acceptable if, for example, the estimate was prepared at a time
when, in APX’s view, the equivalent international standard was not substantially
equivalent to the requirements currently applicable with the Reporting Standard.
equivalent international
standard
means:
NI 43-101 and the CIM Standards; or
the SAMREC Code.
escrow period the specified time during which restricted securities are subject to a
restriction agreement and the holder and controller may not dispose of the
restricted securities.
evaluation date the date at which estimates of petroleum resources, including estimates of
petroleum reserves, contingent resources, or prospective resources are
reported by a competent person.
ex rights (a) securities quoted ex rights on a business day prescribed by APX;
and
(b) designated as "XR" on the trading system.
exploration includes geophysical surveys.
extraction includes developing the infrastructure to extract minerals or petroleum (as the
case may be).
Fee Schedule the list of fees payable to APX under these Rules, published by APX from time
to time and set out on the APX website.
financial services licensee the meaning given to it in section 761A of the Act.
financial statements (a) statement of financial position;
(b) statement of comprehensive income;
(c) statement of cash flows;
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Term Meaning
(d) notes to the statement of financial position, statement of
comprehensive income, and statement of cash flows required by any
law, regulation, rule or accounting standard;
(e) disclosures in relation to statement of financial position, statement of
comprehensive income, and statement of cash flows required by any
law, regulation, rule or accounting standard;
(f) if the persons is required to comply with sections 295 and 303 of the
Act, the documents referred to in sections 295(1)(a) and (b) and
303(1)(a) and (b) of the Act; and
(g) any other information necessary to give a true and fair view of the
financial position and performance of the entity required by any law,
regulation, rule or accounting standard.
fixed interest security (a) a redeemable preference share in a body which has a fixed and certain
date for redemption;
(b) a debenture of a body;
(c) an interest in a managed investment scheme which only invests in
mortgages, cash and/or fixed interest securities covered by
paragraphs (a) or (b); or
(d) any security which is determined by APX to be a fixed interest
security, but does not include financial products determined by APX
to be equity securities.
fixed interest issuance
program
issue of fixed interest securities where only part of the maximum principal
amount or aggregate number of securities under the issue is issued initially
and a further tranche or tranches may be issued subsequently.
foreign takeover in respect of a listee incorporated or established outside Australia, an offer to
acquire equity securities in the listee which:
(a) would, if the listee was incorporated under the Act, be required to be
made in accordance with section 606 of the Act; and
(b) complies with the relevant legislation in the jurisdiction of incorporation
or establishment of the listee.
group an entity and its controlled entities.
historical estimate an estimate of quantity and grade of mineralisation that is based on information
and supporting documentation that was prepared prior to the introduction of the
first edition of the Reporting Standard in 1989, and which a listee has not
verified as mineral resources or ore reserves in accordance with the
Reporting Standard or an equivalent international standard.
information for the purposes of Rules 11.1 to 11.5, information includes, but is not limited
to, the meaning given to it in section 1042A of the Act.
information memorandum a document approved by APX as an information memorandum pursuant to
Rule 4.23.
international exempt listee a listee that is incorporated outside Australia and which has been admitted to
the official list of APX in accordance with Rule 4.31.
International Financial
Reporting Standards
guidelines and rules set by the International Accounting Standards Board.
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Term Meaning
international listee a listee that is incorporated outside Australia and which has been admitted to
the official list of APX other than an international exempt listee.
JORC Code the 2012 Edition of the Australian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves promulgated by the Joint Ore Reserves
Committee (JORC) of the Australasian Institute of Mining and Metallurgy,
Australian Institute of Geoscientists and Minerals Council of Australia, and
available as specified in the Procedures.
listed securities securities of a listee quoted for trading on APX and, except where the context
requires otherwise, includes securities the quotation of which has been
suspended, or which are the subject of a trading halt, under Chapter 14.
listee an entity that has been admitted to the official list of APX.
listee's securities quoted securities of a listee and, except where the context requires otherwise,
includes securities of the listee the quotation of which has been suspended,
or which are the subject of a trading halt, under Chapter 14.
listee sponsored sub-register the part of the register of a Listee for its securities administered by the listee
and not an approved settlement facility
listing particulars the meaning given to it in Rule 4.37.
Listing Rule Procedures the Listing Rule Procedures of APX published by APX under such name and
as may be amended from time.
main class in relation to a listee, the class of securities of that listee so designated by
APX.
managed investment
products
the meaning given to it under Chapter 7 of the Act.
managed investment
scheme
a "registered scheme" as defined in section 9 of the Act.
market capitalisation in relation to a listee, the number of securities in the main class of that listee
on issue multiplied by one of the following:
(a) the IPO price of the listee’s securities;
(b) the existing market price of the listee’s securities; or
(c) the price decided by APX.
market price in respect of a listed security, the most recent sale price of that security
displayed as at the close of trading on a business day by the trading system.
McfGEs thousand cubic feet of gas equivalent.
mineral resources and ore
reserves holdings
aggregate economic interests in mineral resources and ore reserves of a listee
and its controlled entities.
minerals means all solid minerals, including diamonds, other gemstones, industrial
minerals and coal but does not include petroleum.
minimum parcel a parcel of listed securities of less than $500 where the figure is calculated by
the number of securities multiplied by the market price for the security.
mining exploration listee a listee:
(a) whose main undertaking consists of exploration for minerals; or
14 December 2015 15
Term Meaning
(b) which has been advised by APX that it is a mining exploration listee
for the purposes of the Rules.
mining listee a mining exploration listee or a mining production listee.
mining production listee a listee:
(a) whose main undertaking consists of the extraction of minerals; or
(b) which has been advised by APX that it is a mining production listee
for the purposes of the Rules.
mining project a project to explore for or extract minerals from a mining tenement or
tenements.
mining tenement any right to explore for or extract minerals in a given place.
non-equivalent estimate an estimate of quantity and grade of mineralisation that was prepared using a
mineral resources classification and reporting standard that is not a Reporting
Standard or equivalent international standard, prior to a listee acquiring, or
entering into an agreement to acquire, an interest in a mining tenement that
contains the deposit, and which the listee has not verified as mineral
resources or ore reserves in accordance with a Reporting Standard or an
equivalent international standard.
offer period (a) in relation to a takeover bid, has the same meaning given in section
9 of the Act; and
(b) in relation to a foreign takeover, means the period from the date an
announcement of intention to make the foreign takeover is first
received by APX until the date on which the foreign takeover is
effected; and.
(c) in relation to a scheme of arrangement, means the period from the
date an announcement of intention to propose a scheme of
arrangement is first received by APX until the date on which the
scheme of arrangement is effected.
official list the official list of APX.
oil and gas exploration listee a listee:
(a) whose main undertaking consists of exploration for petroleum; or
(b) which has been advised by APX that it is an oil and gas exploration entity for the purposes of the Rules.
oil and gas listee an oil and gas exploration listee or an oil and gas production listee.
oil and gas production listee a listee:
(a) whose main undertaking consists of the extraction of petroleum; or
(b) which has been advised by APX that it is an oil and gas production entity for the purposes of the Rules.
oil and gas project has the meaning given to ‘project’ in the SPE-PRMS.
oil and gas tenement any right to explore for or extract petroleum in a given place.
ordinary resolution a resolution passed by a majority of the votes cast by holders of the relevant
securities entitled to vote on the resolution at the meeting in person or by proxy
(if proxies are allowed).
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Term Meaning
ordinary securities ordinary shares or ordinary units or if a listee does not have ordinary shares or
ordinary units, the class of securities designated by APX as ordinary
securities.
overseas home exchange in respect of a listee means:
(a) the exchange of a listee's primary listing; or
(b) if the listee is not required to comply with the rules of that exchange
as a domestic entity, the exchange designated by APX.
partly paid security securities for which the holder may be liable to pay a call or instalment in
accordance with the terms of issue and for which an amount remains unpaid,
but does not include a security issued by a no liability company.
predominantly international means all or the majority of assets of the listee, by valuation of mining assets
in the listee’s last audited financial statements, are located outside Australia,
New Zealand and Papua New Guinea.
preference securities securities which are given preference to ordinary securities.
preliminary economic
assessment
has the meaning given to this term in NI 43 101.
PRMS Guidelines The Guidelines for Application of the Petroleum Resources Management
System (November 2011), as amended from time to time.
pro rata issue an issue which has been offered to all holders of securities in a class on a pro
rata basis.
production target a projection or forecast of the amount of minerals to be extracted from a
particular mining tenement(s) for a period that extends past the current year
and the forthcoming year.
quotation the meaning given in section 9 of the Act.
reciprocal arrangement any agreement or arrangement between APX and any governmental agency or
regulatory authority (including, without limitation, another exchange or a clearing and settlement facility) in Australia or elsewhere whose functions include the regulation of trading in securities or commodities (in Australia or elsewhere) which provides for the disclosure of information between APX and the other party in relation to dealings in securities or commodities (in Australia
or elsewhere).
recognised overseas
exchange
an exchange approved by APX in its discretion. APX may approve and
recognise an overseas exchange if it:
(a) is a member of the World Federation of Exchanges (namely, the
international organisation of over 50 regulated stock, futures, and
options exchanges around the world, also known as ‘WFE’);
(b) has listing and operational rules or their equivalents comparable to that
of APX as assessed by APX; and
(c) has a national securities regulator that is a signatory to the IOSCO
Multilateral MOU.
recognised trustee means any trustee or custodian approved as a recognised trustee by APX for
the purposes of these Rules.
record date in relation to securities – the meaning given in the settlement rules of the
approved settlement facility.
14 December 2015 17
Term Meaning
registered office (a) the registered office of the listee; or
(b) if the listee is a managed investment scheme, the registered office
of:
(i) the management company; or
(ii) responsible entity of the managed investment scheme,
as nominated by the responsible entity.
related listee An applicant or a listee which is:
(a) APX;
(b) a related body corporate of APX;
(c) a managed investment scheme whose responsible entity is a
related body corporate of APX; or
(d) a trust whose trustee is a related body corporate of APX.
related party (a) in relation to a body corporate, the meaning given in section 228 of the
Act;
(b) in relation to a managed investment scheme:
(i) the responsible entity;
(ii) a related party of the responsible entity under section 228
of the Act, as modified by section 601LA of the Act;
(c) in relation to a person:
(i) a spouse, de facto spouse, parent, child, or a spouse or de
facto spouse of that person;
(ii) an entity controlled by one or more of the persons referred to
in paragraph (i);
(iii) an entity the person controls;
(iv) a person who acts in concert with anyone referred to above;
or
(v) a person who was a related party in the previous 6 months or
who would be a related party in the future, under the tests in
section 228 of the Act (applied with any necessary adaption).
relevant issue the meaning given to it in Rule 8.1.
Reporting Standard the standards of reporting under one of the following codes or guidelines:
with regards to minerals, the JORC Code; and
with regards to petroleum, the SPE-PRMS.
reserves in relation to ore reserves, has the meaning given in the JORC Code.
in relation to petroleum reserves, has the meaning given in the SPE-PRMS.
resources in relation to mineral resources, has the meaning given in the JORC
Code.
in relation to petroleum resources, has the meaning given in the SPE-PRMS.
responsible entity in respect of a managed investment scheme, the meaning given in section 9
of the Act.
14 December 2015 18
Term Meaning
restricted securities (a) securities issued in the circumstances set out in Appendix 21-2; and
(b) securities that, in APX's opinion, should be treated as restricted
securities.
restriction agreement an agreement in the form set out in Appendix 21-1.
Review Panel a Review Panel established under Chapter 24.
scheme of arrangement (a) a scheme of arrangement under Part 5.1 of the Act between a
company and its members; and
(b) in respect of a listee incorporated or established outside Australia,
any similar form of arrangement under the law of the jurisdiction of
incorporation or establishment which has, in the opinion of APX, a
similar result to a scheme of arrangement under Part 5.1 of the Act
between a company and its members or a takeover bid.
SEC Securities and Exchange Commission (SEC) of the United States.
security a security or managed investment product (both as defined in section 761A the
Act) admitted or to be admitted to the official list of APX.
security holder holder of securities in a listee.
security offer document a disclosure document or product disclosure statement (as those terms are
defined in the Act)
significant asset an asset is significant if its value, or the value of the consideration for it is, or in
APX's opinion is, 5% or more of the equity interests of the listee (on a
consolidated basis) as set out in the latest financial statements given to APX
under these Rules.
In calculating the value, each of the following rules applies:
(a) intangibles are to be included;
(b) provisions for depreciation and amortisation are to be deducted;
(c) liabilities acquired as part of an acquisition are not to be deducted;
(d) separate transactions are to be aggregated if, in APX's opinion, they
form part of the same commercial transaction.
SPE-PRMS Petroleum Resources Management System sponsored by the Society of
Petroleum Engineers (SPE), the American Association of Petroleum Geologists
(AAPG), the World Petroleum Council (WPC) and the Society of Petroleum
Evaluation Engineers (SPEE), and available as specified in the Procedures.
sponsor a person or corporation entered on APX's register of sponsors under Rule 3.12.
substantial holder (a) in relation to a company or managed investment scheme, a person
who holds a substantial holding for the purposes of section 671B of the
Act.
(b) in relation to a trust which is not a registered managed investment
scheme, a person who would be a substantial holder under section
671B of the Act if references to interests in the scheme in the Act were
reference to units.
14 December 2015 19
Term Meaning
(c) in relation to a foreign company, a person who would have a
substantial holding for the purposes of section 671B of the Act if
references to a company in the Act were references to the foreign
company.
summary of reserves and
resources
means the summary of reserves and resources to be disclosed by:
(a) an oil and gas listee in accordance with Rule 27.20; or
(b) a mining listee in accordance with Rule 28.28.
takeover (a) a takeover bid;
(b) a foreign takeover; and
(c) a scheme of arrangement.
takeover bid the meaning given to it in section 9 of the Act
tap issues issues of fixed interest securities in respect of which the subscription may
continue or further tranches may be issued after a listee has been admitted to
the official list.
target (a) in relation to a takeover bid, the same meaning as in section 9 of the
Act;
(b) in relation to a foreign takeover, the listee that is the subject of the
takeover.
technical study includes a scoping study, preliminary feasibility study or feasibility study.
termination benefit a benefit as defined in Part 2D.2 of the Act.
trading halt an interruption to trading in respect of listed securities which are not subject
to a suspension from quotation.
trading system APX’s computer system and associated network operated in providing a market
for the trading of securities.
underlying securities (a) in relation to an option over unissued securities, securities in the
same class as those which would be issued if the option is exercised;
and
(b) in relation to a convertible fixed interest security, securities in the
same class as those which will be issued if the convertible fixed
interest security is converted.
unit in respect of a managed investment scheme, a unit in the managed
investment scheme.
unproven asset (a) an interest in intangible property that is substantially speculative or
unproven, or has not been profitably exploited for at least 3 years, and
which the listee is entitled to develop, manufacture, market or
distribute;
(b) an interest in an asset which, in APX's opinion, cannot readily be
valued; or
(c) an interest in an entity the substantial proportion of whose assets (held
directly, or through a controlled entity) is property of the type referred
to in paragraphs (a) and (b).
voting restriction statement a statement referred to in Rule 19.6.
14 December 2015 20
2.2 Terms that are defined in the Reporting Standards are deemed to be defined terms in
these Rules.
Note: Terms that are defined in the Reporting Standards and utilised in these Rules are in bold font in these
Rules. This has particular relevance to Chapters 27 and 28.
Cross reference: Rule 1.4(i)
14 December 2015 21
3. SPONSORS
Chapter 3 sets out the requirements for appointment as and the obligations of, a sponsor of
the APX market.
Role and requirement for sponsors
3.1 If an applicant makes an application to become a listee, the applicant must engage a
sponsor to advise the applicant in connection with the application, unless APX
determines otherwise.
3.2 During the first two years (or such shorter period as APX may, at the request of the
applicant and its own discretion, agree) of being admitted to the official list, the listee
must engage a sponsor to advise it in relation to its obligations under these Rules and
the operation of the Business Rules.
3.3 Each applicant and listee must:
(a) immediately disclose the resignation or dismissal of any sponsor; and
(b) where a sponsor is dismissed, immediately submit to APX in writing details of the
reason for the dismissal; and
(c) where the applicant or listee is required by Rule 3.1 or 3.2 to engage a sponsor,
promptly engage a replacement sponsor unless APX determines otherwise.
Becoming a sponsor
Application procedure
3.4 A person may apply to APX for admission as a sponsor.
3.5 The application must be in the form approved by APX and signed by the person.
3.6 APX may request, and the applicant must provide, such additional information in relation
to an application as APX reasonably requires to assess the application.
Admission requirements
3.7 A person who wishes to be admitted as a sponsor must:
(a) be a:
(i) financial services licensee or an authorised representative of a financial
services licensee;
(ii) law firm; or
(iii) accounting firm;
as approved by APX;
(b) satisfy APX that it is competent to discharge the responsibilities of a sponsor;
(c) give an undertaking to APX in the form set out in Appendix 3-1;
(d) pay to APX all prescribed fees; and
14 December 2015 22
(e) if the person is an authorised representative of a financial services licensee, the
financial services licensee must provide:
(i) a written acknowledgement to APX that the person has applied to become
a sponsor; and
(ii) a statement that sets out the entire terms and conditions of the
authorisation under which the person is acting as an authorised
representative of the financial services licensee.
Approval of application
3.8 Subject to Rule 3.9, APX has the absolute discretion in determining whether to accept or
refuse an application under Rule 3.4.
3.9 APX must refuse an application under Rule 3.4, if the applicant does not satisfy the
requirements of Rule 3.7 or if APX forms the opinion (on reasonable grounds) that the
applicant:
(a) is not of good fame and character and high business integrity; or
(b) is the subject of a banning order under section 920A of the Act.
3.10 In considering whether or not an applicant is of good fame and character, but without
limiting the discretion of APX, APX is entitled to take into account:
(a) any conviction of the applicant (or its officers or principals) for any offence (other
than a traffic offence) and whether the applicant (or its officers or principals) has
been charged with such an offence at any time; and
(b) whether the applicant (or any of its officers or principals) has at any time been
adversely mentioned in a report made by or at the request of any government,
governmental authority or agency.
3.11 An applicant whose application for admission as a sponsor is refused under Rule 3.8
has no right to appeal against the refusal.
Register
3.12 APX must maintain a register of sponsors recording the following information about
each sponsor:
(a) the name and business address of the sponsor; and
(b) such other details as may be prescribed by APX.
3.13 Each sponsor must provide to APX such information about the sponsor as APX may
reasonably request in order to maintain the register of sponsors.
3.14 APX may publish details set out in the register as it thinks fit and no sponsor has any
claim against APX in relation to such publication.
14 December 2015 23
Obligations of a sponsor
General
3.15 Where a listee engages a sponsor or otherwise consults a sponsor to give guidance or
advice in relation to the application or interpretation of these Rules, that sponsor must,
with due care and skill, advise the listee as to the application or interpretation of the
relevant Rules.
3.16 The sponsor is responsible for providing the primary point of contact between each
applicant or listee for which it acts and APX in relation to a listing application or any
matter concerning the listee.
3.17 Notwithstanding the provisions of this Chapter 3, APX may, in appropriate
circumstances, communicate directly with the applicant or listee or the adviser of the
applicant or listee.
3.18 The sponsor must advise the listee of the listee’s on-going obligations under these
Rules.
Example: Continuous disclosure obligations under Chapter 11 of these Rules.
3.19 The sponsor must have adequate arrangements in place with the listee to assist the
listee comply with its on-going obligations under these Rules.
3.20 While the sponsor is engaged by the applicant or listee and owes duties to the
applicant or listee, the sponsor owes its primary duty of care and good faith to APX and
if any duty owed by the sponsor to the applicant or listee conflicts with its duty to APX,
the sponsor must give preference to its duty to APX.
Listing applications – sponsor obligations
3.21 In relation to a listing application in respect of which the sponsor has been engaged by
the applicant, the sponsor must:
(a) complete and submit to APX a sponsor’s declaration in the form as set out in
Appendix 3-3;
(b) advise the directors of the applicant, or in the case of an applicant that is a
managed investment scheme, its responsible entity, about the nature of the
applicant's responsibilities and obligations under these Rules;
(c) ensure that all necessary documents supporting a listing application are submitted
to APX;
(d) satisfy itself, to the best of its knowledge and belief, having made all reasonable
enquiries of the applicant and its advisers, that the applicant has satisfied all
applicable conditions for admission to the official list and for quotation of its
securities and other relevant requirements of these Rules;
(e) submit to APX no later than the date on which any documents in connection with
the transaction are first submitted to APX for approval a confirmation of
independence in the form set out in Appendix 3-2. A sponsor is not prohibited
from executing a confirmation of independence set out in Appendix 3-2 if the
sponsor has a current or previous interest in the applicant, so long as the
sponsor discloses such interest to APX. If APX determines that the sponsor's
14 December 2015 24
ability to be engaged by the applicant is conditional upon certain restrictions or
requirements, then such restrictions or requirements must be satisfied before the
sponsor can be engaged by the applicant;
(f) submit a written report in accordance with Rules 3.22; and
(g) submit to APX any information or explanation known to it in such form and within
such time limit as APX may reasonably require for the purpose of verifying whether
these Rules are being and have been complied with by any applicant that has
engaged it.
Working capital
3.22 Where an applicant or listee:
(a) prepares listing particulars for the purpose of admission to the official list;
(b) proposes to engage in a refinancing or reconstruction of the listee or its group; or
(c) is otherwise required by these Rules to submit to APX a working capital
statement,
the applicant or listee must engage a sponsor to prepare a written report to APX stating
that the sponsor has obtained written confirmation from the applicant or listee that:
(d) the working capital available to the applicant, after deducting the costs of any fund
raising:
(i) will be at least $300,000;
(ii) is reasonably expected to be sufficient for the applicant’s immediate
requirements; and
(iii) is reasonably expected to be sufficient for projected normal operations for
at least 12 months following the applicant’s admission; and
(e) the sponsor is satisfied that the confirmation has been given after due and careful
enquiry of the applicant or listee; and
(f) the persons or institutions providing finance have stated in writing that the relevant
financing facilities exist.
Cross-reference: Guidance Note 1 – Sponsor Framework.
3.23 Deleted.
Monitoring and enforcing sponsor obligations
3.24 APX may monitor a sponsor’s compliance with these Rules. If requested by APX, a
sponsor must provide to APX any information or explanation known to it in such form
14 December 2015 25
and within such time limit as APX may reasonably require for the purpose of verifying
whether these Rules are being and have been complied with by the sponsor.
3.25 If APX considers that a sponsor has breached any of its obligations under these Rules it
may take action to enforce compliance with these Rules as set out in Chapter 23.
3.26 APX may terminate the admission of a person as a sponsor in the circumstances set out
in Chapter 23.
14 December 2015 26
4. ADMISSION AS A LISTEE
Chapter 4 sets out the admission criteria for applicants wishing to list on the APX market
and APX powers and obligations with respect to listing applications.
Applications for Listing on the APX Market
APX powers
4.1 For an applicant to be admitted to the official list, APX must be satisfied that the
applicant will comply with these Rules.
4.2 An applicant is admitted to the official list in the particular category in which APX
decides to admit it.
4.3 In assessing each application, APX:
(a) must take into account the particular circumstances of each applicant;
(b) may use any information available to it or in the public domain;
(c) may in its discretion grant admission to the official list even though all the
requirements have not been met; and
(d) may in its discretion refuse admission to the official list even though all the
requirements have been met.
4.4 Any information and documentation provided to APX in support of an application for
admission to the official list will become the property of APX. At APX's discretion, any
of these documents may be made available to the public.
4.5 APX may grant admission to the official list subject to any conditions which APX
considers appropriate in its absolute discretion (including in relation to any corporate
governance requirements to be imposed on an applicant).
4.6 Compliance with relevant conditions may not of itself ensure an applicant's suitability for
admission to the official list.
4.7 If APX decides to admit an applicant on conditions, the applicant is admitted when the
conditions are met or if APX accepts undertakings to meet them, on a date determined
and notified to the applicant by APX.
4.8 If APX decides to admit an applicant unconditionally, the applicant is admitted on the
date determined and notified to the applicant by APX.
4.9 APX may (at its discretion and subject to such conditions as it may specify) admit to the
official list an applicant which has been, or proposes to be, concurrently admitted to the
official list of another exchange.
4.10 APX may, in its absolute discretion, admit an applicant to the official list. APX may
grant or refuse admission without giving any reasons.
4.11 An applicant refused admission to the official list has no right to appeal against the
refusal.
14 December 2015 27
Applications for admission
4.12 An applicant seeking admission to the official list must pay fees in accordance with
Chapter 25 and engage a sponsor in accordance with the requirements set out in
Chapter 3.
4.13 An applicant must, within the time specified by APX, submit to APX all information,
documents or explanations that APX requests for the purpose of deciding whether to
grant an application for admission.
4.14 APX may seek additional information from the applicant, or any other person, including
the relevant sponsor, in relation to the application for admission. APX may submit, or
require the applicant to submit, any information submitted to APX to the scrutiny of an
expert selected by APX. The applicant must pay for the expert.
4.15 For an applicant that wishes to be admitted to the official list and have its equity
securities quoted, the applicant must complete Appendix 4-1 and submit it to APX.
4.16 For an applicant that wishes to be admitted to the official list and have its fixed
interest securities quoted, the applicant must complete Appendix 4-2 and submit it to
APX.
4.17 For an applicant that wishes to be admitted to the official list as an international
exempt listee, the applicant must complete Appendix 4-3 and submit it to APX.
APX Official List - admission criteria for all applicants
Appropriate structure and operations
4.18 An applicant's structure and operations must be appropriate for a listee.
4.19 The applicant's primary business activity at the date it seeks admission to the official
list must be substantially the same as it was during the last 3 financial years, unless APX
determines otherwise.
Incorporation
4.20 An applicant must be duly incorporated or otherwise validly established according to the
relevant laws of Australia or another country, and be operating in conformity with its
constitution.
4.21 Deleted.
4.22 An applicant's constitution must include provisions to the following effect:
“The following provisions apply whilst the applicant is granted admission to the official list
of APX:
(a) if the Rules require an act being done, no provision in this constitution prevents
that act being done;
(b) if the Rules require an act to be or not to be done, this constitution permits that
act to be done or not to be done (as the case may be);
(c) notwithstanding anything contained in this constitution, where the Rules prohibit
an act being done, the act must not be done;
14 December 2015 28
(d) this constitution is deemed to contain any provision that the Rules require the
constitution to contain;
(e) this constitution is deemed not to contain any provision that the Rules require the
constitution not to contain; and
(f) this constitution is deemed not to contain a provision to the extent that it is
inconsistent with any of the Rules.”
Cross-reference: Rule 7.1.
Security offer document
4.23 An applicant must issue a security offer document. APX may, in its absolute
discretion, determine that an information memorandum that complies with Appendix 4-
1 can be issued in place of a security offer document where the following conditions
are met:
(a) the applicant has not raised capital in the past 3 months and does not reasonably
expect that it will need to raise capital in the 3 months after admission;
(b) the applicant meets the spread requirements in Rule 4.28; and
(c) the applicant sends the information memorandum to security holders or
disseminates the information memorandum in a manner acceptable to APX.
4.24 If the applicant is an international listee the following Rules apply:
(a) it must establish and maintain in Australia an Australian securities register (or sub-
register) or a register of depositary interests;
(b) it must appoint an agent for service of process in Australia;
(c) it must be a registered foreign company under the Act;
(d) it must nominate a person to be responsible for communication with APX, in
English, in relation to Rule matters;
(e) it must disclose advice regarding any significant differences between the laws of its
home jurisdiction and Australian laws in relation to the rights and obligations of
security holders; and
(f) it must disclose:
(i) the name of the auditor that will be conducting audits for the international
listee after it has been admitted to the official list;
(ii) the qualifications and experience of the auditor; and
(ii) the audit standards to be applied.
14 December 2015 29
Financial statements
4.25 An applicant must have published or lodged financial statements and submitted copies
to APX which:
(a) subject to Rule 4.26, in respect of at least the last three years and the latest
financial statements must be in respect of a period ended not more than six
months before the date of the listing particulars;
(b) are consolidated financial statements in respect of the applicant and all its
controlled entities, unless APX otherwise agrees;
(c) have been prepared in accordance with Rule 1.15; and
(d) have been independently audited in accordance with Rule 1.15.
4.26 In relation to Rule 4.25(a), financial statements relating to a period of less than three
years may be accepted if APX is satisfied that:
(a) investors have the necessary information available to arrive at an informed
judgement concerning the applicant and its securities;
(b) where the application is in respect of fixed interest securities which are
guaranteed by a person other than the applicant, the guarantor has published or
filed audited financial statements in respect of at least the last three years; or
(c) where the application is in respect of fixed interest securities, the obligations
created in respect of those securities are fully secured.
4.27 APX in its discretion may require that a reviewed statement of financial position in
respect of the applicant together with the review be submitted to APX. The review must
be conducted in accordance with Rule 1.15.
Minimum spread requirements
4.28 An applicant, other than an international exempt listee or an issuer of fixed interest
securities, must satisfy the following conditions:
(a) have at least 50 security holders each having a holding of the main class of
securities with a value of at least $2,000 (excluding restricted securities);
(b) have at least 25% (or such lower percentage as APX may determine in respect of
the applicant) of its main class of securities held by security holders who are
not related parties of the applicant (excluding restricted securities); and
(c) maintain sufficient spread of securities to promote liquidity in its stock.
Cross-reference: Rule 13.15.
Market capitalisation or assets
4.29 Notwithstanding any other Rule, an applicant, other than an international exempt
listee or an issuer of fixed interest securities, must at the time of admission:
(a) have either:
14 December 2015 30
(i) a market capitalisation of at least $2 million; or
(ii) net tangible assets of at least $2 million after deducting the costs of any
fund raising; and
(b) have working capital which is:
(i) at least $300,000;
(ii) sufficient for its immediate requirements; and
(iii) sufficient for projected normal operations for at least 12 months following
admission,
after deducting:
(A) the costs of any fund raising; and
(B) in the case of oil and gas exploration listees and mining
exploration listees, the first full financial year’s budgeted:
i. administration costs;
ii. director’s fees; and
iii. cost of acquiring plant, equipment, oil and gas
tenements and/or mining tenements; and
Note: The cost of acquiring oil and gas tenements and/or mining
tenements includes the cost of acquiring and exercising an option over
them.
(c) be a going concern.
Further issues of securities of a class already quoted are not subject to this limit.
Additional admission requirement for issuers of fixed interest securities
4.30 An applicant for admission to the official list as an issuer of fixed interest securities
must satisfy the following conditions:
(a) the applicant must be:
(i) a public company limited by shares or a managed investment scheme;
or
(ii) if permitted under the conditions of APX's Market Licence issued under
the Act , a government borrowing authority, a public authority, or other
person approved by APX;
(b) the applicant must apply for and be granted quotation of all the fixed interest
securities that are in the class for which it seeks quotation.
(c) if the applicant is a company and its shares are not listed securities on APX, the
listee must have net assets of at least $2 million and the nominal amount of each
class of fixed interest securities for which listing is sought must be at least
$500,000 or such other amount as APX may from time to time determine. Further
14 December 2015 31
issues of fixed interest securities which are uniform in all respects with fixed
interest securities of a class already listed are not subject to these limits.
(d) there must be at least 25 security holders of the fixed interest securities.
Requirements for admission of international exempt listees
4.31 An applicant for admission to the official list as an international exempt listee must
satisfy the following conditions:
(a) its overseas home exchange must be a stock exchange or market which is a
recognised overseas exchange;
(b) the applicant must be subject to the listing rules (or their equivalent) of its
overseas home exchange. This Rule 4.31(b) will not be waived by APX;
(c) the applicant must be in compliance with the listing rules (or equivalent) of its
overseas home exchange and APX must have received a statement signed by at
least 2 directors of the applicant certifying the compliance;
(d) the applicant must submit to APX a copy of its last annual report and any
subsequent interim report and agree to submit to APX, after admission to the
official list, additional copies of those documents as specified in Appendix 4-3 or
as requested by APX;
(e) the applicant may only apply for quotation of securities of the class already
quoted on its home exchange;
(f) the applicant must satisfy the requirements for financial statements for foreign
entities as set out in Rule 4.25
(g) the applicant must establish and maintain in Australia an Australian securities
register (or sub-register) or a register of depositary interests;
(h) the applicant must have either
(i) net tangible assets of at least AUD 1,000 million at the time of admission;
or
(ii) operating profit before income tax from normal operating activities of at
least AUD 100 million for each of the last 3 full financial years;
(i) the applicant must have been in predominantly the same business for at least the
previous 3 full financial years;
(j) the applicant must be a going concern;
(k) the applicant must nominate a person to be responsible for communication with
APX, in English, in relation to APX Listing Rule matters;
(l) the applicant must be a registered foreign company under the Act;
(m) the applicant must disclose advice regarding any significant differences between
the laws of its home jurisdiction and Australian laws in relation to the rights and
obligations of security holders;
(n) the applicant must disclose
14 December 2015 32
(i) the name of the auditor that will be conducting audits for the listee after it
has been listed;
(ii) the qualifications and experience of the auditor; and
(iii) the audit standards to be applied; and
(o) the applicant must have at least 50 security holders each having a holding of the
main class of securities with a value of at least $2,000 (excluding restricted
securities).
Additional requirements for managed investment schemes
4.32 If an applicant is:
(a) a trust, it must be a registered managed investment scheme;
(b) a managed investment scheme:
(i) it must be a 'registered scheme' as defined in section 9 of the Act; and
(ii) the applicant must have net tangible assets of at least $2 million.
Note: Part 5C.1 of the Act deals with registration of managed investment schemes.
4.33 If a Rule imposes an obligation on a managed investment scheme or an undertaking to
which interests in the managed investment scheme relate, the responsible entity of
the managed investment scheme or the undertaking must make sure that the
managed investment scheme complies with the Rule.
Cross-reference: Section 793C of the Act.
Listing application to satisfy requirements of approved settlement facility
4.34 An applicant must satisfy any requirements of an approved settlement facility relating
to the applicant's securities to be quoted. However, this requirement does not apply to
an applicant established in a jurisdiction whose laws have the effect that the applicant's
securities cannot be approved under the rules of the approved settlement facility.
4.35 An applicant established in a jurisdiction whose laws have the effect that the applicant's
securities cannot be approved under the rules of the approved settlement facility must
have depositary interests issued over quoted securities for any security holder that
asks for depositary interests. An applicant must satisfy any requirements of an
approved settlement facility relating to the applicant’s depository interests to be
quoted.
Compliance with approved settlement facility requirements
4.36 Without limiting Rule 4.34, upon applying for admission to the official list, an applicant
agrees to comply with the following obligations imposed by an approved settlement
facility, at all times when it is a listee and its securities are quoted:
(a) the listee must notify APX as soon as practicable after becoming aware of:
(i) any error in a transaction involving the listee's securities in respect of
which an approved settlement facility provides services and which may
affect the provision of those services in respect of that transaction;
14 December 2015 33
(ii) any dispute between market participants concerning the listee's
securities in respect of which an approved settlement facility provides
services and which may affect the provision of those services in respect of
that transaction;
(iii) any other error or dispute relating to the services provided by the
approved settlement facility in respect of the listee' securities; and
(iv) any cancellation of any transaction involving the listee's securities in
respect of which the approved settlement facility provides services;
(b) the listee must promptly notify APX:
(i) if at any time it becomes aware that it ceases to be in compliance with the
admission requirements under these Rules, or that an act or event has
occurred which would or might reasonably be expected to result in the
listee ceasing to be in compliance with these Rules;
(ii) of any default or non compliance by a listee which may affect the listee's
obligations to an approved settlement facility;
(iii) of any other event which may reasonably be expected to mean that the
listee cannot meet any obligations under any applicable rule or law to an
approved settlement facility;
(iv) of any information regarding any event or development which may
materially and adversely affect the provision of services by an approved
settlement facility or the ability of the listee to meet any obligations under
any applicable rule or law or to an approved settlement facility;
(v) of any event which the listee becomes aware which occurs in relation to a
listee, which might entitle an approved settlement facility to take
enforcement action in respect of the listee;
(c) the listee must not use branding, trade marks or logos of an approved settlement
facility in any way other than as authorised under the terms of any agreement with
an approved settlement facility, and has no right or interest in any intellectual
property rights owned or used by the approved settlement facility or a related
body corporate in connection with the provision of services by the approved
settlement facility or arising from, or in connection with, the services of the
approved settlement facility;
(d) the listee must not do or refrain from doing anything which infringes any
intellectual property rights of an approved settlement facility or any of its related
bodies corporate;
(e) the listee must not make any reference to the branding, trade marks or logos of an
approved settlement facility or any of its related bodies corporate in any
literature or promotional materials or in any marketing or promotional activity
without the prior written consent of the approved settlement facility;
(f) the listee must not make any statement, written or oral, to any third party
concerning the services provided by the approved settlement facility or any of its
related bodies corporate which is misleading or deceptive or which may adversely
affect the reputation or goodwill of the approved settlement facility or any of its
related bodies corporate.
14 December 2015 34
Requirement for listing particulars
4.37 An application for admission to the official list must include the following (the listing
particulars):
(a) a security offer document or information memorandum as contemplated by
Rule 4.23;
(b) a letter signed by two directors of the applicant (or by their agent or attorney, with
a certified copy of the authority of any such agent or attorney) confirming that the
information memorandum complies with the requirements of Appendix 4-1 and
any other conditions imposed by APX, as appropriate;
(c) payment of the appropriate listing fees set out in the Fee Schedule;
(d) Deleted.
(e) a declaration as set out in Appendix 3-3 signed by a duly authorised officer of the
sponsor;
(f) the sponsor's working capital letter (see Rule 3.22);
(g) a copy of the certificate of incorporation or equivalent document;
(h) Deleted.
(i) if requested by APX, where any corporate security holder holds 5% or more of
the issued equity securities, a declaration by a duly authorised officer of that
corporate security holder, giving details of its registered office, directors,
security holders and such other details as APX requires;
(j) the sponsor's confirmation of independence as set out in Appendix 3-2 (see Rule
3.21(e));
(k) the disclaimer in Rule 4.40; and
(l) any other document required by APX.
Additional listing particular requirements for tap issues
4.38 The listing particulars prepared in connection with a tap issue must specify the
maximum aggregate value of all fixed interest securities which can be issued.
4.39 The listing particulars must contain the general terms and conditions applicable to all
fixed interest securities that may be issued and listed under the fixed interest
issuance program.
APX Disclaimer
4.40 Listing particulars must carry in a prominent position and in bold type, the following
disclaimer:
Application has been made for listing on the Asia Pacific Stock Exchange of the securities
offered by this disclosure document.
Listing of the securities on the Asia Pacific Stock Exchange is in no way an indication of the
merits of the [name of entity] or the securities.
14 December 2015 35
Asia Pacific Stock Exchange takes no responsibility for the contents of this document, and
makes no representations as to its accuracy or completeness and expressly disclaims any
liability for any loss however arising from or in reliance upon any part of the contents of this
document.
Change of admission category
4.41 APX may at any time change a listee's admission category from one to another. APX
may do so on the request of the listee or of its own accord. APX is not required to act on
the listee's request. APX may require conditions to be satisfied before it will act on the
request. Following notification of the change, the listee must comply with these Rules
applicable to the new category.
14 December 2015 36
5. QUOTATION OF SECURITIES
Chapter 5 sets out the requirements for initial quotation of securities by a listee on the APX
market as well as the requirements for quotation by a listee of additional securities.
General requirements for quotation of securities
5.1 An application for quotation of securities of any class must:
(a) if no securities of that class are already quoted, subject to Rule 5.7, relate to all
securities of that class, issued or proposed to be issued; or
(b) if securities of that class are already quoted, subject to Rule 5.7, relate to all
further securities of that class, issued or proposed to be issued.
5.2 A listee must apply for and be granted quotation of all the securities in its main class
of securities and may apply for quotation of other classes of securities.
5.3 To be quoted, securities must:
(a) conform with the Act (to the extent applicable);
(b) be duly issued according to the requirements of the applicant's or listee's
constitution;
(c) satisfy any necessary statutory or other consents; and
(d) be securities on which no stamp duty or similar impost or duty is payable on the
transfer or conveyance of the securities.
Transferability
5.4 To be quoted, securities must be freely transferable on the APX market.
Quotation of partly paid shares in listee that is a no liability company
5.5 A listee that is a no liability company may have only one class of partly paid shares
which are quoted.
5.6 Any information and documentation submitted to APX in support of an application for
quotation of securities will become the property of APX. At APX's discretion, any of
these documents may be disclosed.
Requirements for application for quotation of securities
5.7 For quotation of a class of securities, the following conditions must be met to APX's
satisfaction:
(a) The terms of the securities must comply with Chapter 6.
Cross-reference: Chapter 6 deals with the rights and obligations attached to securities.
(b) The issue price or sale price of all securities for which quotation is sought
(except options) must be at least 5 cents in cash. Restricted securities (after the
escrow period ends) and securities issued under an employee incentive
scheme may still be quoted even though they are issued or sold at less than 5
cents.
14 December 2015 37
(c) If the securities are partly paid securities, there must be a defined call program
setting out the date and amount of each proposed call. The call program may
provide for one extension of up to 6 months of the date for payment of a call,
following at least 2 months’ written notice to holders of the partly paid securities.
(d) If the securities are fixed interest securities or convertible fixed interest
securities, a copy of the documents setting out the terms of the securities
(including any trust deed required by section 283AA of the Act) must be
disclosed.
(e) If the securities are fixed interest securities issued under a tap issue, APX will
apply the same requirements for each subsequent tranche as would apply to the
initial tranche.
5.8 In addition to the requirements set out in Rule 5.7 an application for quotation of
securities must include the following:
(a) a declaration as set out in Appendix 5-2 signed by a duly authorised officer of the
listee;
(b) payment of the appropriate fees as set out in the Fee Schedule;
(c) two copies of the listing particulars, disclosure or other document relating to the
issue or sale of the securities, satisfying all relevant requirements for the contents
of such documents together with, where applicable, copies of any notice of
meeting referred to in such documents. One copy of the listing particulars must
be signed and dated by at least two directors of the listee, or by their agent or
attorney and submitted to APX with a certified copy of the authority of any such
agent or attorney;
(d) a copy of the resolution of the board of the listee authorising the issue and/or sale
of securities;
(e) in the case of fixed interest securities, a letter of compliance in respect of the
trust deed as described in Chapter 7;
(f) confirmation that Rule 5.3 has been complied with including confirmation that no
stamp duty or similar impost or duty is payable on the transfer or conveyance of
the securities;
(g) confirmation that any conditions required pursuant to Rule 4.7 have been complied
with; and
(h) any further information APX may reasonably request.
Additional requirements for fixed interest securities
5.9 An application for quotation of fixed interest securities must specify the maximum
amount of securities which may be on issue and quoted at any one time under the fixed
interest issuance program. If APX approves the application, it will grant quotation to
all securities which may be issued under the fixed interest issuance program within
12 months after the publication of the listing particulars, subject to APX:
(a) being advised of the final terms of each issue;
14 December 2015 38
(b) receiving and approving for publication any supplementary listing particulars that
may be appropriate;
(c) receiving confirmation that the relevant fixed interest securities have been
issued; and
(d) receiving any listing fees payable.
5.10 The final terms of the fixed interest securities which are intended to be quoted (pricing
supplement) must be disclosed as soon as possible after they have been agreed and in
any event no later than 2.00 p.m. on the business day before quotation is required to
become effective.
5.11 The pricing supplement (as defined in Rule 5.10) relating to an issue, when read
together with the listing particulars in respect of the fixed interest issuance program,
must provide an investor with the full terms and conditions of that issue.
How and when quotation occurs
5.12 Subject to Rule 5.13, APX will commence quotation of securities on any conditions it
thinks appropriate and on:
(a) the date at which any cooling off period under section 1019B of the Act ceases to
apply;
(b) subject to paragraph (a), the third business day after certificates and/or holding
statements have been sent to security holders; or
(c) on any other date APX decides.
5.13 Quotation of any securities becomes effective only when the decision of APX to grant
quotation of the securities has been announced by being either:
(a) disseminated by the electronic systems designated by APX for this purpose; or
(b) if the decision is made at a time when, in the opinion of APX, those electronic
systems are not available for any reason, posted on a notice board designated by
APX for this purpose. In this case APX will cause the decision to be disseminated
immediately upon the electronic systems next becoming available.
5.14 An applicant refused quotation of securities in the official list has no right to appeal
against the refusal.
Quotation of securities after admission
5.15 A listee need not apply for quotation of:
(a) restricted securities; or
(b) securities issued under an employee incentive scheme that are subject to
restrictions on transfer,
until such time as the relevant escrow period ends or the restrictions on transfer of those
securities cease to apply, as the case may be.
14 December 2015 39
Requirements for quotation of an additional class of securities
5.16 If a listee wishes to apply for quotation of a class of securities that is in addition to its
main class of securities, the following conditions must be met to APX's satisfaction.
(a) the terms of the securities in that additional class must comply with Chapter 6
and this Chapter 5.
(b) if there are any restricted securities in that additional class, the listee must have
complied with Chapter 21.
(c) if the securities in that additional class are partly paid securities, there must be
a defined call program setting out the date and amount of each proposed call. The
call program may provide for one extension of up to six months from the date of
payment of the call, on provision of at least two months' written notice to holders of
the partly paid securities.
(d) if the securities in that additional class are fixed interest securities or
convertible fixed interest securities, the listee must submit to APX a copy of the
documents setting out the terms of issue of the securities.
(e) if the securities in that additional class are fixed interest securities, the issue
need not specify a minimum amount to be raised by the issue of the securities nor
for a minimum number of holders of the securities.
(f) the securities in that additional class must not be options issued on the exercise
of other options, unless all of the other primary options have expired or been
exercised.
Applying for quotation of additional securities
5.17 A listee that wishes to apply for quotation of additional securities must disclose an
Appendix 5-1 unless the listee included the securities in its Appendix 4-1, 4-2 or 4-3.
Documents for quotation of additional securities
5.18 APX will not grant quotation to securities until each of the following items have been
received by APX no later than midday at least 2 business days prior to consideration of
the application for quotation:
(a) a disclosure document as set out in Appendix 5-1 signed by a duly authorised
officer of the listee;
(b) payment of the appropriate fees as set out in the Fee Schedule; and
(c) disclosure of the number of securities which were issued and, where different
from the number which were the subject of the application, the aggregate number
or value of securities of that class on issue.
14 December 2015 40
5.19 Deleted.
Additional documents
5.20 The listee must provide APX any information or document reasonably requested by APX
at any time either before or after quotation of any of its securities or admission to the
official list.
Time limits for application for quotation
5.21 A listee must apply for quotation of securities as follows:
(a) in accordance with the Listing Rules Procedures;
(b) if the securities are unquoted partly paid securities and become fully paid
securities in the same class as quoted fully paid securities – within 10 business
days after the date of payment of the final call in respect of those securities;
(c) if the securities are restricted securities – within 10 business days after the
end of the escrow period;
(d) subject to Rule 5.22, if the securities are subject to restrictions on transfer under
an employee incentive scheme – within 10 business days after the end of the
restrictions on transfer of the securities; and
(e) in other cases – within 10 business days after the date of final allotment of the
securities.
5.22 If the listee frequently issues securities under an employee incentive scheme, APX
may, on request by the listee, agree that application for quotation of securities issued
under the employee incentive scheme may be made at the end of each month in which
the securities are issued, provided that the listee discloses an Appendix 5-1 within 10
business days of the end of the month.
Cross-reference: Rule 25.5.
5.23 Deleted.
Re-quotation of forfeited securities
5.24 Forfeited securities cease to be quoted from the time of forfeiture. If the forfeited
securities rank equally with a class of quoted securities, the forfeited securities will be
14 December 2015 41
re-quoted by APX once APX has been notified in accordance with Rule 9.6 that the
securities have been sold or reissued, or redeemed by the former holder.
No quotation of restricted securities during escrow period
5.25 Restricted securities will not be quoted during the escrow period.
Convertible securities
5.26 Subject to Rule 5.27, a listee or applicant may apply for quotation of convertible
securities only if the securities into which they are convertible are already or will
become at the same time listed securities.
5.27 APX may grant quotation to convertible securities if it is satisfied that holders of those
securities have and will at all times have at their disposal all the information necessary
to form an opinion concerning the value of the underlying securities.
14 December 2015 42
6. RIGHTS AND OBLIGATIONS ATTACHED TO SECURITIES
Chapter 6 sets out the rights and obligations of a listee with respect to both quoted and
unquoted securities.
Equity securities
Appropriate and fair
6.1 APX must be satisfied that the terms that apply to each class of equity securities are
appropriate and fair taking into account voting and other rights.
Ordinary securities
6.2 A listee may only have one class of ordinary securities, unless:
(a) APX approves the terms of an additional class; or
(b) the additional class is of partly paid securities which, if fully paid, would be in the
same class as the ordinary securities.
Voting rights - show of hands
6.3 On a resolution to be decided on a show of hands, each holder of an ordinary security,
and each holder of a preference security who has a right to vote, must be entitled to
one vote. The listee's constitution may provide that a proxy is entitled to vote on a show
of hands and must allow a proxy to vote on a poll.
This Rule 6.3 does not apply to securities of a managed investment scheme.
Voting rights - on a poll
6.4 Where a resolution is to be decided on a poll, each:
(a) holder of an ordinary security; and
(b) holder of a preference security who has a right to vote,
must be entitled to:
(c) one vote for each fully paid security; and
(d) a fraction of a vote for each partly paid security, where the fraction is equivalent
to the proportion which the amount paid (not credited) is of the total amounts paid
and payable (excluding amounts credited), ignoring amounts paid in advance of a
call.
This Rule 6.4 does not apply to securities of a managed investment scheme.
Limits on removing or changing voting and dividend rights
6.5 A security holder's right to vote, or receive dividends (or in the case of managed
investment schemes, distributions), in respect of particular equity securities must not
be removed or changed by a listee except where:
(a) calls due and payable on those securities have not been paid;
14 December 2015 43
(b) in the case of the voting rights:
(i) the proxy appointment in respect of those securities has not been
deposited in accordance with the listee's constitution;
(ii) the person became the holder of those securities after the time
determined under the Act as the time for deciding who held securities for
the purposes of the meeting;
(c) Australian legislation operates to remove or change the right, or a rule in the
listee's constitution operates to remove or change the right where that rule must
be included to comply with Australian legislation;
(d) a rule in the listee's constitution that operates to remove or change the right and
the rule:
(i) is permitted by these Rules, including a rule relating to restricted
securities; or
(ii) has been approved by APX:
(A) having regard to requirements imposed on the listee under
Australian law; or
(B) as appropriate and equitable; or
(e) an order of a court removes or changes the right.
Dividends and bonus issues
6.6 A partly paid security must not entitle the holder to a greater proportion of:
(a) a dividend (or in the case of a managed investment scheme, distribution); or
(b) an issue of bonus securities,
than the proportion which the amount paid (not credited) is of the total amounts paid and
payable (excluding amounts credited). Amounts paid in advance of a call are ignored
when calculating the proportion.
Divestments only in limited circumstances
6.7 A security holder must not be divested of any equity security except where:
(a) the listee's constitution contains a rule permitting divestment and that rule must
be included to comply with Australian legislation.
(b) the listee's constitution contains a rule that APX has approved.
(c) a court orders the divestment.
(d) a lien permitted by these Rules allows the divestment.
Liens
6.8 A listee may only have a lien (including one that extends to reasonable amounts for
interest and expenses incurred because of an unpaid amount) over equity securities, or
14 December 2015 44
over dividends (in the case of a managed investment scheme, distributions) it pays on
them, where:
(a) an unpaid call or instalment is due in respect of those securities but remains
unpaid;
(b) the listee is owed an amount in respect of the holder acquiring those securities,
where the securities were acquired under an employee incentive scheme; or
(c) the listee is required by law to pay an amount relating to the securities of a holder
or deceased former holder.
Preference securities
Voting rights
6.9 Subject to compliance with any provision of the Act regulating voting rights of members
of a managed investment scheme, the holder of a preference security must only be
entitled to a right to vote:
(a) when a dividend or distribution (or part of a dividend or distribution) is in arrears in
respect of a security;
(b) on a resolution relating to a reduction of the share capital of a listee;
(c) on a resolution relating to a buy-back agreement;
(d) on a resolution that affects rights attached to the security;
(e) on a resolution for the listee to be wound up;
(f) on a resolution for the listee to dispose of the whole of the its business and
undertaking; and
(g) during the winding up of the listee.
Note: Sections 253C and 253F of the Act deal with voting rights in registered managed investment schemes.
Cross-reference: Rules 6.3, 6.4 and 6.5.
Preference securities that are not shares
6.10 The terms of issue of a preference security that is not a share or a security of a
managed investment scheme must contain rights for the security holder to vote in the
same manner as set out in Rule 6.9, with any necessary adaptation having regard to the
form of the preference security.
Rights to dividends or distributions
6.11 The holder of a preference security must have a right to a dividend or distribution at, in
APX's opinion, a commercial rate in preference to holders of ordinary securities.
Rights on return of capital
6.12 When a listee is wound up, the holder of a preference security must have a right to the
return of capital (in the case of a managed investment scheme, interests) in preference
to holders of ordinary securities.
14 December 2015 45
Other rights
6.13 A holder of a preference security must have rights to receive notices, reports and
audited financial statements and admission to meetings of security holders equal to
the rights of a holder of ordinary security.
Options
Rights and obligations exclusive to options
6.14 The terms of issue of an option must provide:
(a) that the rights attaching to the option will be amended to comply with these Rules
applying to a reorganisation of capital (in the case of a managed investment
scheme, interests) at the time of the reorganisation, to the extent necessary to
ensure that the terms comply with these Rules; and
(b) that an option cannot be exercisable over a percentage of the listee's capital.
Rights to participate in issues of underlying securities
6.15 The terms of issue of an option must contain:
(a) a statement of the rights attached to the option to participate in new issues without
exercising the option; or
(b) a statement that the option does not have rights to participate in new issues
without exercising the option,
however, nothing in this Rule 6.15 prevents an option holder from exercising an option and
participating in a new issue of underlying securities if the option is exercisable at the time
of the new issue.
6.16 The terms of issue of an option must not provide a right to participate in a new issue
without exercising the option, except where the option was issued:
(a) under a pro rata issue to the holders of ordinary securities; or
(b) with the approval of holders of ordinary securities, and the option is not in a
class of quoted options.
In each case, the option holder may participate in a new issue to the holders of the
underlying securities.
For the purpose of paragraph (b), a report from an independent expert on the effect of the
proposed right of participation, and a voting restriction statement must be included in the
notice of meeting containing the resolution for approval.
Changes exercise prices or the number of underlying securities
6.17 The terms of issue of an option must contain a statement:
(a) of whether or not the option holder has a right to a change in the exercise price of
the option, or a change to the number of underlying securities to be issued upon
exercise of the option and, if applicable, details of those rights – in which case, the
rights must be consistent with Rule 6.18; or
14 December 2015 46
(b) that there are no rights to change.
Subject to Rule 6.18, the terms of issue of an option must not provide a right to change the
exercise price of the option, or to change the number of underlying securities to be
issued upon exercise, if the option terms provide a right to participate in a new issue
without exercising the option.
6.18 An option may confer the right to a change in its exercise price, or a change to the
number of underlying securities to be issued upon exercise, where:
(a) If there is a pro rata issue to the holders of the underlying securities, the
exercise price of an option may be reduced according to the following:
1
)]([)()(
N
DSPAVPUoldEPnewEP
EP(new) = the reduced exercise price of the option.
EP (old) = the initial exercise price of the option.
U = for each option, the number of underlying securities into which it is
exercisable.
Note: U is one, other than where the number has changed due to a bonus issue.
AVP = the average market price per security of the underlying securities during
the 5 business days ending on the day before the last day on which a
security holder can be registered as a security holder and have a right to
participate in the pro rata issue.
SP = the subscription price for a security under the pro rata issue.
D = the amount of any dividend (in the case of a managed investment scheme,
distribution) due but not yet paid on the existing underlying securities,
other than dividends (or distributions) to be paid on the underlying
securities.
N = the number of securities that must be held to receive a right to one new
security.
This Rule 6.18(a) does not apply to a bonus issue.
Example: The listee's equity capital consists of ordinary shares and options over unissued ordinary
shares with an exercise price of $1.90 each. The listee discloses a 2:5 pro rata issue. The listee has
disclosed that no dividend is payable. The issue price for the ordinary shares under the pro rata issue
is $3.50. The average price that ordinary shares trade at over the 5 business days ending on the day
before the last day on which a security holder can be registered as a security holder and have a right
to participate is $3.70. A security holder must hold 2.5 ordinary shares in order to receive one right (5
/ 2 = 2.5, which is N). The exercise price of each option is reduced to 1.8428 cents.
(b) If the option:
(i) was issued with the approval of holders of ordinary securities; and
(ii) is not in a class of quoted options,
14 December 2015 47
the terms of issue of the option may provide a formula for the exercise price or
number of underlying securities to change if there is a pro rata issue to the
holders of the underlying securities. A report by an independent expert on the
effect of the proposed change, and a voting restriction statement must be
included in the notice of meeting containing the resolution for approval.
This Rule 6.18(b) does not apply to a bonus issue.
(c) If there is a bonus issue to the holders of the underlying securities (other than a
pro rata issue of options on the same terms existing issued options), the number
of securities to be issued upon exercise may be increased by the number of
securities which the holder of the option would have received if the option had
been exercised before the record date for the bonus issue.
Example: A listee has ordinary shares and options over unissued ordinary with an exercise price of $1.00
each on issue. The listee makes a one for one bonus issue. An option holder with 2,000 options with
an aggregate exercise price of $2,000 will have an entitlement to 4,000 securities for a total exercise
price of $2,000. Each option has an exercise price of $1.00 (and does not change) and entitles the holder
(following the bonus issue) to 2 shares. Where the listee undertakes a further one for one bonus issue,
the option holder would become entitled to 8,000 securities for a total exercise price of $2,000. Each
option is exercisable for $1.00 and entitles the holder to 4 shares.
Other changes to terms of options
6.19 A change in respect of an option which:
(a) has the effect of cancelling an option for no consideration can be made.
(b) has the effect of cancelling an option for consideration (including through the issue
of a new option on revised terms) requires the approval of holders of ordinary
securities before the change is made. The notice of meeting must include a
voting restriction statement.
(c) if unquoted, has the effect of reducing the exercise price, increasing the period for
exercise or increasing the number of securities received on exercise requires the
approval of holders of ordinary securities before the change is made. The notice
of meeting must include a voting restriction statement.
(d) if quoted, has the effect of reducing the exercise price, increasing the period for
exercise or increasing the number of securities received on exercise cannot be
made.
6.20 APX may aggregate separate transactions in respect of options if it considers
appropriate, in determining whether:
(a) a change that has the effect of cancelling an option for consideration has occurred
or will occur; and
(b) a change that has the effect of reducing the exercise price, increasing the period
for exercise or increasing the number of securities received on exercise has
occurred or will occur.
6.21 Rule 6.19 does not apply (and the approval of holders of ordinary securities is not
required) to a change which is made to comply with these Rules where APX confirms,
14 December 2015 48
after considering full details of the proposed change, that Rule 6.19 does not apply to the
change.
14 December 2015 49
7. CONSTITUTIONS
Chapter 7 sets out the general requirements with respect to constitutions of APX listed
companies and the obligation to notify and provide details to APX of changes when they
occur.
General requirements
7.1 A listee must have a constitution and the constitution (including any amendments to
the constitution) must be consistent with these Rules and the requirements set out in
the Listing Rule Procedures. The listee is responsible for ensuring that constitution
meets the requirements of these Rules and the Listing Rule Procedures.
Cross reference: Rule 4.22 and Listing Rule Procedure 7.1
7.2 A listee's constitution must not permit it to sell the securities of a holder who has less
than the minimum parcel of those securities unless the constitution provides for the
following:
(a) the listee may do so only once in any 12 month period;
(b) the listee must notify the security holder in writing of its intention;
(c) the security holder must be given at least 6 weeks from the date the notice is
sent in which to advise the listee that the holder wishes to retain the holding;
(d) if the security holder advises the listee that the holder wishes to retain the
holding, the listee will not sell it;
(e) if a takeover is announced, the power to sell lapses at that time. However, the
procedure may be started again after the close of the offers made under the
takeover;
(f) the listee or the purchaser must pay the costs of the sale; and
(g) the proceeds of the sale will not be sent until the listee (where it is an issuer that
uses paper certificates) has received any certificate relating to the securities (or is
satisfied that the certificate has been lost or destroyed).
Restricted securities
7.3 A listee's constitution must provide for each of the following:
(a) restricted securities cannot be disposed of during the escrow period except as
permitted by these Rules or APX;
(b) the listee will refuse to acknowledge a disposal (including registering a transfer)
of restricted securities during the escrow period except as permitted by these
Rules or APX; and
(c) during a breach of these Rules or restriction agreement relating to restricted
securities, the holder of the restricted securities is not entitled to any dividend or
distribution, or voting rights, in respect of the restricted securities.
Cross-reference: Chapter 21, Appendix 21-1
14 December 2015 50
Managed investment scheme
7.4 A managed investment scheme which has rules in its constitution relating to the
acquisition of units above a limit or substantial holdings must not have any sanctions
or penalties in the constitution which entitle the responsible entity or any other party to
enforce the rules.
Example: A managed investment scheme has rules in its constitution prohibiting anyone acquiring more than
15% of the units on issue without making an offer to all unit holders. The constitution must not have rules allowing
enforcement of this prohibition.
A managed investment scheme has rules in its constitution saying that a person who acquires more than 80%
of the units on issue may compulsorily acquire the outstanding units. The constitution must not have rules
allowing enforcement of this right.
Fixed interest securities
7.5 If a trust deed is required under the Act in relation to fixed interest securities or
convertible fixed interest securities, that trust deed must comply with the requirements
in the Listing Rule Procedures.
Cross reference: Listing Rule Procedure 7.5
APX requirements
7.6 A listee must disclose a copy of its constitution after any change has been made to its
constitution. The disclosure must identify the changes and include a statement that
the changes comply with these Rules.
Cross reference: Rule 4.22.
7.7 Deleted.
14 December 2015 51
8. RESTRICTIONS ON NEW ISSUES OF SECURITIES
Chapter 8 sets out details of restrictions on the issue by a listee of new securities,
exceptions to the general rule and the process for approval/ratification by the listee.
New issues
Issues exceeding 15% of capital
8.1 Subject to Rule 8.5, a listee must not issue or agree to issue more equity securities
than the number calculated according to the following:
(15% x Base Amount) – Relevant Issues
where
Base Amount =
The number of fully paid ordinary securities on issue 12 months before the date
of issue or agreement (12 months Base Amount) plus:
(i) the number of fully paid ordinary securities issued in the 12 months
under an exception in Rule 8.5;
(ii) the number of partly paid ordinary securities that became fully paid in the
12 months,
but subtracting the number of fully paid ordinary securities cancelled in the 12
months.
Relevant Issues =
The number of equity securities issued or agreed to be issued in the 12 months
before the date of issue or agreement to issue other than under an exception in Rule
8.5.
8.2 In calculating the 12 months Base Amount, if the listee's securities were first quoted
less than 12 months before the date of issue or agreement, the number of securities is
the number of fully paid ordinary securities on issue on the date the listee's securities
were first quoted.
8.3 In calculating the number of equity securities that a listee may issue or agree to issue
under Rule 8.1, and the amount for relevant issues, the following Rules apply:
(a) each fully paid ordinary security is counted as one;
(b) each partly paid security is counted as the maximum number of fully paid
ordinary securities into which it can be paid up;
(c) if the security is convertible into ordinary securities:
(i) if the conversion ratio is fixed, each security will be counted as the
maximum number of ordinary securities into which it can be converted;
or
14 December 2015 52
(ii) if it converts on the basis of the market value of ordinary securities at the
time of conversion, each security will be counted as the maximum number
of ordinary securities into which it can be converted at the market price
of ordinary securities at the time of issuing the convertible security,
unless APX determines otherwise.
(d) in any other case, each security is counted in the manner APX decides having
regard to the need to ensure that holders of ordinary securities have an
opportunity to vote on issues that may dilute their holdings and the characteristics
of the security.
8.4 For the purpose of Rule 8.1:
(a) an agreement to issue equity securities that is subject to a condition that holders
of ordinary securities approve the issue, is not treated as an agreement.
However, a listee must not issue the equity securities unless an exception in
Rule 8.5 applies.
(b) the sale or reissue of forfeited equity securities is treated as an issue of equity
securities.
Exceptions to Rule 8.1
8.5 Rule 8.1 does not apply to:
(a) An issue approved by holders of ordinary securities.
(b) A pro rata issue to holders of ordinary securities (and to holders of other equity
securities to the extent that the terms of issue of the equity securities permit
participation in the pro rata issue).
(c) An issue to an underwriter of a pro rata issue to holders of ordinary securities if
the underwriter has agreed to underwrite the pro rata issue and the securities
are issued within 15 business days after the close of the offer.
(d) An issue of shares equal to the shortfall under a pro rata issue to holders of
ordinary securities, provided:
(i) the issue is within 3 months after the close of the offer;
(ii) at the time of the offer the listee stated that it reserved a discretion to
issue shares equal to the shortfall under the pro rata issue; and
(iii) the issue price is at least equal to the price at which the securities were
offered under the pro rata issue.
(e) An issue on the conversion of convertible securities, where the issue of the
convertible securities complied with these Rules at the time of issue, or occurred
prior to admission of the listee to the official list.
(f) An issue pursuant to a takeover that is required to comply with the Act or
pursuant to a scheme of arrangement that is required to comply with the Act.
(g) An issue, where the terms of the issue are disclosed in the takeover or scheme of
arrangement documents, and the purpose of the issue is to raise funds for the
consideration payable under:
14 December 2015 53
(i) an unconditional off-market bid that is required to comply with the Act;
(ii) a publicly announced market bid that is required to comply with the Act; or
(iii) a scheme of arrangement approved by the court under the Act.
(h) An issue under a dividend or distribution plan, excluding an issue to a plan’s
underwriters, where the plan has no limits on a security holder's ability to
participate in the plan.
(i) An issue under an employee incentive scheme that was:
(i) established within 3 years before the date of the issue and the scheme
was established before the listee was admitted to the official list and the
security offer document or information memorandum included a
summary of the terms of the employee incentive scheme; or
(ii) approved by holders of ordinary securities within 3 years before the date
of the issue and the notice of meeting in relation to the approval of holders
of the ordinary securities included the following:
(A) a copy or summary of the terms of the employee incentive
scheme;
(B) the number of securities issued under the employee incentive
scheme since the later of the time it was last approved by holders
of ordinary securities;
(C) the date the employee incentive scheme was established; and
(D) a voting restriction statement.
(j) An issue of preference securities with no rights of conversion into another class
of equity security.
(k) The reissue or sale of forfeited securities within 6 weeks after the day on which
the call was due and payable.
(l) An issue to a person as underwriter of options who has agreed to subscribe for
securities equal to the number of securities that could be issued if all options the
subject of the underwriting agreement were exercised, provided:
(i) the issue of options complied with these Rules at the time of issue;
(ii) the underlying securities are issued to the underwriter within 10
business days after expiry of the options; and
(iii) disclosure of the underwriting agreement has occurred under Rule 12.16.
(m) An issue under an agreement to issue securities where the listee complied with
these Rules at the time it entered into the agreement.
(n) An issue approved by holders of ordinary securities under Rule 17.4 where the
notice of meeting stated that approval under Rule 17.4 constitutes approval under
this Rule 8.5(n).
14 December 2015 54
(o) An issue of securities (other than to an underwriter of the offer) under a security
purchase plan where:
(i) offers are made to holders of ordinary securities in an amount not
exceeding $15,000 in value;
(ii) the exception in this Rule 8.5(o) is relied on only once in any 12 month
period;
(iii) the number of securities to be issued does not exceed the number that is
30% of the total number of fully paid ordinary securities on issue before
the offer; and
(iv) the issue price of the securities is not less than 20% below the average
market price for securities in that class, calculated over the last 5
business days on which sales in the securities were recorded, before the
business day on which:
(A) the issue was announced;
(B) the issue was made; or
(C) the offer closed.
Note: Relief from ASIC may be required to make offers of securities under a security purchase plan with
a security offer document.
(p) An issue of securities approved for the purposes of Item 7 of section 611 of the
Act.
Approval under Rules 8.4(a) and 8.5(a)
8.6 The notice of meeting to approve an issue or an agreement to issue, must include:
(a) the number of securities to be issued, being either:
(i) if known, the maximum number of securities to be issued; or
(ii) the formula for calculating the number of securities to be issued;
(b) a statement that the securities will be issued by the listee:
(i) on a date no later than 3 months after the date of the meeting; or
(ii) if court approval of a reorganisation of capital (in the case of a managed
investment scheme, interests) is required before the issue, a date no
later than 3 months after the date of court approval;
(c) the issue price of the securities, which must be either:
(i) a fixed price; or
(ii) a minimum price which is either a fixed price or a stated percentage that is
no less than 20% below the average market price for securities in that
class, calculated over the last 5 business days on which sales in the
securities were recorded before the day on which the issue was made or,
if there is a security offer document relating to the issue, over the last 5
14 December 2015 55
business days on which sales in the securities were recorded before the
date the security offer document is lodged with ASIC;
(d) each subscriber's name (if known) or the basis upon which subscribers will be
identified or selected;
(e) a description of the terms of the securities;
(f) the proposed use of the subscription funds;
(g) Deleted.
(h) a voting restriction statement, except where security holders are to receive a
priority entitlement as part of a public offer where:
(i) existing security holders will have a priority entitlement to at least 10% of
the securities to be offered pursuant to the public offer; and
(ii) the number of securities issued to a holder of ordinary securities is
limited to the higher of 5% of all the securities being offered under the
priority entitlement and the number the holder would be entitled to under a
pro rata issue of all those securities; and
(i) in the case of an agreement for the issue of securities which is part of a public
offer, a voting restriction statement in relation to a party to the agreement, and
an adequate summary of the agreement.
Ratification of an issue of securities
8.7 An issue of securities made without approval under Rule 8.5(a) is deemed as having
been made with approval for the purpose of Rule 8.5(a) if:
(a) the issue did not exceed the limit in Rule 8.1; and
(b) holders of ordinary securities subsequently approve it.
8.8 The notice of meeting for approval under Rule 8.7 must include:
(a) the number of securities issued;
(b) the price at which the securities were issued;
(c) a description of the terms of the securities;
(d) each subscriber's name or the basis on which subscribers were determined;
(e) the use (or proposed use) of the subscription funds; and
(f) a voting restriction statement.
No issue without approval before a meeting to appoint directors, responsible entity or
management company
8.9 The approval of holders of ordinary securities is required before a listee:
(a) issues; or
14 December 2015 56
(b) agrees to issue (other than an agreement conditional upon approval of holders of
ordinary securities),
any equity securities where the holders or beneficial owners of more than 50% of the
ordinary securities notify the listee in writing that the holders or beneficial owners intend
to call a general meeting to appoint or remove directors (if the listee is a managed
investment scheme, to appoint or remove a responsible entity or management
company).
8.10 For the purpose of Rule 8.9:
(a) the restriction in Rule 8.9 applies for 2 months after the date of the notice, but
does not prevent an issue under a written contract entered into before the listee
received the notice; and
(b) if a person giving the notice is not a member, the notice must be accompanied by
a statutory declaration from the holder verifying the person's beneficial ownership
of the ordinary securities.
Issues under a dividend or distribution plan
8.11 A listee may only make an issue under a dividend or distribution plan if the following
conditions are met:
(a) the securities rank equally with a class of quoted securities (disregarding any
rights relating to the next dividend (in the case of a managed investment
scheme, the next distribution) and any right to participate in a concurrent offer);
and
(b) participants may elect under the plan whether to participate for some or all of their
holdings. The plan may limit participation on the following terms:
(i) the number of securities in respect of a dividend or distribution to be paid
under the plan, or the amount of the dividend or distribution that may be
reinvested in the plan, is the same for all security holders (except a
trustee or a nominee); and
(ii) if the securities are held by a trustee or nominee, the trustee or nominee
must be allowed to participate for each person whose securities are held
by the trustee or nominee.
Cross-reference: Rule 8.5(h)
Notification of takeover offer
8.12 The approval of holders of ordinary securities is required before a listee:
(a) issues; or
(b) agrees to issue,
equity securities, within the period of 3 months after the listee receives notice in writing
that a person is making, or proposes to make, a takeover in respect of securities of the
listee. This Rule does not apply to an issue or agreement to issue where the securities
are:
14 December 2015 57
(i) issued pursuant to an issue disclosed before the listee received notice, or
under an agreement to issue disclosed before the listee received notice;
(ii) issued under a pro rata issue to holders of ordinary securities;
(iii) issued upon the exercise of rights of conversion;
(iv) issued under a takeover that is required to comply with the Act;
(v) issued under a dividend or distribution plan that is in operation at the
time the notice is received; or
(vi) to be issued under an agreement that is conditional on holders of ordinary
securities approving the issue before the issue is made, provided that the
equity securities must not be issued without approval.
Pro rata issues
8.13 A listee conducting a pro rata issue must comply with the following:
(a) the offer of the securities must be to all security holders:
(i) with a registered address in Australia; and
(ii) with a registered address outside Australia (except where Rule 8.14
applies);
(b) the basis for determining the entitlement must not alter during the period of the
offer;
(c) the issue price of each security:
(i) subject to Rule 8.13(c)(ii), must not contain a fraction of a cent; or
(ii) may contain a fraction of a cent, if the minimum bid that may be made
under the Business Rules in relation to securities of the same class
contains the same fraction;
(d) the ratio of securities offered:
(i) subject to Rule 8.13(d)(ii), cannot exceed one security for each security
held (excluding free attaching options);
(ii) can exceed one security for each security held if the offer is a bonus
issue or the following conditions are met:
(A) the offer is renounceable; and
(B) the issue price is not more than the average market price for
securities in that class, calculated over the last 5 business days
on which sales in the securities were recorded before the day on
which the issue was announced;
(e) the security offer document or offer may allow offerees to subscribe for a greater
number of securities than their entitlement only if:
(i) subscriptions in excess of entitlements are made out of the shortfall; and
14 December 2015 58
(ii) for a renounceable offer, the listee complies with Rule 8.17;
(f) the offer must not include alternatives, except to allow full or part payment on
acceptance; and
(g) if it is an offer of ordinary securities and options, the listee must issue separate
certificates in respect of the ordinary securities and options (if certificated).
Cross reference: Listing Rule Procedure 12.28.8 and 12.28.9
8.14 Rule 8.13(a)(ii) does not apply in relation to a particular jurisdiction if each of the
following are satisfied:
(a) the listee determines that it is unreasonable to make the offer after considering:
(i) the number of security holders in the jurisdiction where the offer would be
made;
(ii) the number and value of securities the security holders would be
offered; and
(iii) the cost of complying with the legal and regulatory requirements in that
jurisdiction;
(b) the listee must send to each security holder to whom it will not offer the
securities (ineligible foreign security holder) details of the issue and advice that
the listee will not offer securities to the security holder; and
(c) in the case of a renounceable pro rata issue, the listee also does each of the
following:
(i) appoints a nominee to arrange for the sale of the entitlements that would
have been given to ineligible foreign security holders and to account to
them for the net proceeds of the sale; and
(ii) advises each ineligible foreign security holder not given the
entitlements that a nominee in Australia will arrange for sale of the
entitlements and, if they are sold, for the proceeds (less expenses and tax)
to be sent to the security holder.
Rights issues
8.15 APX may grant quotation of the rights in a rights issue and if it does so, on the exercise
of the rights and issue of the underlying securities, those underlying securities will be
admitted to quotation.
8.16 A listee must not permit a director of a listee (or in the case of a managed investment
scheme, the responsible entity or management company) to subscribe for or
14 December 2015 59
purchase excess securities without those securities being offered to other existing
holders on the same terms.
Entitlement issues
8.17 In the case of an offer that is not pro rata, or an offer to which Rule 8.13(e) or 8.19(c)
applies, the listee must:
(a) accept evidence of entitlement constituted by a contract note endorsed by a
market participant to show that the securities have been acquired by a person
on a 'cum' basis; and
(b) make application forms available to those acquirers to complete and return.
Issues of options
8.18 A listee cannot have more options on issue than underlying securities, except where it
makes an offer of one ordinary security and one option for each ordinary security.
Issues in a different entity
8.19 An entitlement to securities in another entity may only be offered by a listee to holders
of its ordinary securities if:
(a) the offers are pro rata, or made in another way that, in APX's opinion, is
acceptable in all the circumstances;
(b) there must be no limitation on the number of securities which a security holder
must hold before the entitlement accrues, however this Rule 8.19(b) does not
apply if the resulting holding would be less than a holding with a value of $500 and
no facility to acquire additional securities is offered;
(c) if subscriptions in excess of entitlements are allowed, the listee must comply with
Rule 8.17; and
(d) the record date to decide entitlements must be at least 7 business days after the
security offer document or information memorandum is disclosed.
14 December 2015 60
9. BUY BACKS AND FORFEITURE
Chapter 9 sets out rules for on and off market buybacks by a listee and the requirements
with respect to forfeited securities.
9.1 Deleted.
On-market buy-backs
Pre-condition
9.2 A listee may only buy securities under an on-market buy-back if transactions in the
listee's securities were recorded on the APX market on at least 5 business days in the
3 months before it buys back the securities.
Purchase price
9.3 A listee may only buy-back securities under an on-market buy-back at a price which is
not more than 5% above the average of the market price for securities in that class.
The average is calculated over the last 5 business days on which sales in the
securities were recorded before the day on which the purchase under the buy-back was
made.
Buy-backs not under the Act
9.4 A listee not subject to the buy-back provisions of the Act may buy-back its securities
on-market only if it consults APX before the buy-back and complies with any
requirements APX sets. APX may require the listee to comply with the Act as if it were a
company, or with these Rules relating to on-market buy-backs by listees, with any
adaptations that, APX considers appropriate.
APX requirements for buy-backs
9.5 A listee must complete the following documents where specified in respect of a buy-back
(other than a minimum holding buy-back or as specified below) and disclose them at the
times specified:
(a) Appendix 9-1 – Announcement of buy-back: immediately the listee decides to
proceed with the buy-back;
(b) Appendix 9-2 – Change relating to buy-back: immediately any change is made to
the information the listee has disclosed in an Appendix 9-1 or Appendix 9-2;
(c) Appendix 9-3 – Daily notification: at least half an hour before the commencement
of trading on the next business day after any day on which securities are bought-
back (this does not apply to a selective buy-back);
(d) Appendix 9-4 – Final notice: at least half an hour before the commencement of
trading on the next business day after any of the following.
(i) the listee buys-back the maximum number of securities that it wanted;
(ii) the listee decides it will stop buying-back securities; or
(iii) if the buy-back is under an equal access buy-back scheme, the last day of
the offer period;
14 December 2015 61
(e) ASIC Form 484 – at the same time as the notice to ASIC of any cancellation of
securities is lodged with ASIC following the buy-back.
Forfeited securities
Forfeited securities
9.6 If forfeited securities are auctioned, the following must be terms of the auction:
(a) settlement must be effected on the day of the auction or, if the purchaser chooses,
the next day on which banks are open for business; and
(b) the securities must not be offered in parcels larger than 10% of the total number
to be offered.
Cross-reference: Rule 5.24.
Forfeited shares in listee that is a no liability company
9.7 If shares in a listee that is a no liability company are forfeited, the listee must
immediately disclose the notice of the forfeiture. It must also disclose the following
information in the time and manner specified:
(a) the time and date of any auction of the forfeited shares – at least 10 business
days before the date of the auction;
(b) until the auction, the number of forfeited shares redeemed by former holders of the
forfeited shares each week – by 12 noon each Monday until the date of the auction
at which the listee proposes to sell the remaining forfeited shares;
(c) after the auction of the forfeited shares:
(i) the number of forfeited shares offered for sale, the number sold, the
average sale price (or range of prices), the total proceeds of the auction
and the remaining number of forfeited shares – by 12 noon on the day
after the auction;
(ii) any net amount payable to former holders of the shares forfeited for non-
payment of calls, and the amount payable per share – within 5 business
days after the auction;
(d) if any forfeited shares are offered to security holders, the number of shares re-
issued, the total proceeds raised and the remaining number of forfeited shares –
immediately after the close of the offer to security holders;
(e) if any forfeited shares are to be sold otherwise than by auction:
(i) the number of forfeited shares to be sold and the manner in which they are
to be sold – on the day before the sale;
(ii) the number of shares sold, the average price (or range of prices), the total
proceeds of sale and the remaining number of forfeited shares, – at least
once each week; and
(f) if any of the forfeited shares are to be cancelled, the number of shares cancelled –
by 12 noon on the business day after the date of the general meeting held to
approve the cancellation.
14 December 2015 62
Cancelling forfeited shares by a listee that is a limited liability company
9.8 A listee that is a limited liability company may only cancel forfeited shares if it satisfied
APX that each of the following conditions is met:
(a) the cancellation is approved by holders of ordinary securities. The notice of
meeting must include each of the following:
(i) details of the forfeited shares, including their total issue price, the amount
called but unpaid, and the amount uncalled;
(ii) the outstanding liability of the former holder, and what action the listee has
taken (and will take) to recover that amount; and
(iii) a voting restriction statement;
(b) under the listee's constitution the former holder must remain liable (in the
absence of the approval of holders of ordinary shares) for any amount called but
unpaid on the shares despite the fact that they have been forfeited; and
(c) liability for the amount called but unpaid in respect of forfeited shares which have
been cancelled is not released or waived without the approval of holders of
ordinary shares. This approval may be given at the meeting that approves the
cancellation, or at another meeting. If the approval is given at another meeting,
the notice of meeting must include each of the following:
(i) details of the forfeited shares, including their total issue price, the amount
called but unpaid and the amount that is uncalled;
(ii) the outstanding liability of the former holder, what action the company has
taken to recover those amounts (and what action it will take if the meeting
does not release the liability); and
(iii) a voting restriction statement.
14 December 2015 63
10. REORGANISATIONS
Chapter 10 sets out the requirements for reorganisation of capital by a listee.
Reorganisations of capital
General rule for a fair, orderly and transparent market
10.1 If a listee proposes to reorganise its capital (in the case of a managed investment
scheme, interests) in any way, it must consult APX to ensure that a fair, orderly and
transparent market is maintained in its securities.
Court approved reorganisation
10.2 A listee that has applied to a court for approval of a reorganisation of its capital (in the
case of a managed investment scheme, interests) must disclose each of the following:
(a) court approval, immediately after the court has approved the application.
(b) the date when the court order will be lodged with a regulatory authority (if any), and
no later than 24 hours before the court order is lodged.
(c) lodgement of the court order with the regulatory authority, immediately after it is
lodged with the regulatory authority, with a copy of the court order disclosed at the
same time.
Reorganisation of shares and units
10.3 Before a listee reorganises its capital, (in the case of a managed investment scheme,
interests) it must give written notice to holders of equity securities setting out the
following:
(a) the effect of the reorganisation of capital on the number of securities and the
amount unpaid (if any) on the securities;
(b) the proposed treatment of any fractional entitlements arising from the
reorganisation; and
(c) the proposed treatment of any convertible securities on issue.
Reorganisation of convertible securities (except options)
10.4 The manner in which a listee reorganises its capital (in the case of a managed
investment scheme, interests) must be done so as to ensure that holders of
convertible securities (except options) on issue do not receive a benefit that holders of
ordinary securities do not receive (having regard to the number of underlying
securities each convertible security represents or the conversion price, or both).
This Rule 10.4 does not prevent a rounding up of the number of securities to be received
on conversion if the rounding up is approved at the security holders' meeting which
approves the reorganisation.
14 December 2015 64
Reorganisation of options
10.5 A reorganisation of options by a listee must comply with the following:
Reorganisation Requirement Example
consolidation of capital (in the
case of a managed
investment scheme,
interests
the number of options must
be consolidated in the same
ratio as the ordinary capital
and the exercise price must
be amended in inverse
proportion to that ratio
A listee consolidates 2 fully paid
ordinary securities into one fully
paid ordinary security. Every 2
options exercisable at $1.00 each
are consolidated into one option
exercisable at $2.00 for one fully
paid ordinary security.
sub-division of capital (in the
case of a managed
investment scheme,
interests)
the number of options must
be sub-divided in the same
ratio as the ordinary capital
and the exercise price must
be amended in inverse
proportion to that ratio
Example: A listee splits one fully
paid ordinary security into 2
fully paid ordinary securities.
Every option exercisable at $2.00
each is split into 2 options
exercisable at $1.00 each for an
ordinary fully paid security.
return of capital (in the case of
a managed investment
scheme, interests)
the number of options must
remain the same, and the
exercise price of each option
must be reduced by the same
amount as the amount
returned in relation to each
ordinary security.
Example: A listee has fully paid
securities on issue. It returns
$1.00 per ordinary security to
security holders. Every option
exercisable at $2.00 each for a
fully paid security becomes an
option exercisable at $1.00 each
for a fully paid security.
reduction of capital (in the
case of a managed
investment scheme,
interests) by a cancellation of
paid up capital (in the case of
a managed investment
scheme, interests) that is lost
or not represented by
available assets where no
securities are cancelled
the number of options and the
exercise price of each option
must remain unaltered
Example: A listee has fully paid
securities on issue. It has lost the
equivalent of $1.00 per security
and cancels the equivalent of
$1.00 from each security. Every
option exercisable at $2.00 each
for a fully paid security remains
an option exercisable at $2.00
each for a fully paid security.
pro rata cancellation of capital
(in the case of a managed
investment scheme,
interests)
the number of options must
be reduced in the same ratio
as the ordinary capital and the
exercise price of each option
must be amended in inverse
proportion to that ratio
Example: A listee has fully paid
securities on issue. It has lost
$1.00 per security and cancels
half the securities. Its capital is
reduced from 1,000,000
securities to 500,000 securities.
It has on issue 1,000,000 options
exercisable at $2.00 each for a
fully paid security. Following the
reorganisation, it has on issue
500,000 options exercisable at
$4.00 each for a fully paid
security.
14 December 2015 65
Reorganisation Requirement Example
in any other case the number of options or the
exercise price, or both, must
be reorganised so that the
holder of the option will not
receive a benefit that holders
of ordinary securities do not
receive.
This Rule does not prevent a
rounding up of the number of
securities to be received on
exercise if the rounding up is
approved at the security
holders' meeting which
approves the reorganisation.
Amending convertible securities to allow reorganisation
10.6 A reorganisation must not be undertaken in respect of convertible securities if the terms
of the convertible securities do not allow them to be treated in accordance with these
Rules.
Cross-reference: Rule 10.4.
Reorganisation of partly paid securities
10.7 In a reorganisation, partly paid securities must be treated by a listee as follows:
(a) the number of partly paid securities must be reorganised in the same proportion
as the other classes of fully paid securities; and
(b) the reorganisation must not involve cancellation or reduction of the total amount
payable and unpaid by the holder.
No return of capital on restricted securities.
10.8 A listee must not return capital to holders of restricted securities.
Cross-reference: Chapter 21
Issues and reorganisations affecting trading prices
10.9 A listee must not reorganise its capital (in the case of a managed investment scheme,
interests) if the effect of doing so would be to decrease the price at which its main class
of securities would be likely to trade after the issue or reorganisation to an amount less
than 5 cents.
Example: A listee with a trading price of 2 cents would be permitted to reorganise its capital if the result was to
increase its trading price to 4 cents. It would not be permitted to reorganise its capital if the result is likely to be any
decrease in its trading price.
14 December 2015 66
A listee with a trading price of 10 cents would be permitted to reorganise its capital if the result is likely to be a
decrease in its trading price to 6 cents. It would not be permitted to reorganise its capital if the result is likely to be
a decrease in its trading price to 4 cents.
Cross-reference: Rule 10.1.
14 December 2015 67
11. CONTINUOUS DISCLOSURE
Chapter 11 sets out the requirements for continuous disclosure by a listee in order to
comply with the relevant Corporations Act provisions and these Rules.
Immediate disclosure of material information
11.1 Once a listee is or becomes aware of information concerning the listee that a
reasonable person would expect to have a material effect on the price or value of its
listed securities, the listee must immediately disclose that information.
Cross-references: Rules 11.3, 11.4, 12.2, 12.8, 13.8, Guidance Note 3 – Continuous Disclosure and s677 of
the Act.
11.2 Deleted.
Exception to Rule 11.1
11.3 Rule 11.1 does not apply to specific information if and so long as all of the following are
satisfied:
(a) one or more of the following applies:
(i) the information relates to an incomplete matter or negotiation;
(ii) disclosure of the information would be a breach of a law or in contempt
of court;
(iii) the information comprises matters of supposition or is insufficiently
certain or definite for it to be disclosed;
(iv) the information has been created for the internal management purposes
of the listee; or
(v) the information is a trade secret;
(b) the information is confidential and APX is not of the opinion that the information
is no longer confidential; and
Note: Confidential means that the information is confidential and remains confidential. Information
will cease to be confidential if it becomes known, whether selectively or generally, and whether in
breach of confidence or otherwise.
(c) a reasonable person would not expect the information to be disclosed.
Cross-reference: Rules 11.1, 11.4 and 13.8.
False market
11.4 If APX considers that there is or is likely to be a false market in a listee's securities,
APX may require the listee to give it information to correct or prevent a false market. If
APX requires a listee to give it such information, the listee must immediately do so, and
APX may disclose that information to the APX market.
14 December 2015 68
11.5 APX may require a listee to give APX information under Rule 11.4 even if the
exceptions under Rule 11.3 apply.
Note: APX would consider, for example, that there is or is likely to be a false market in the listee’s securities if:
(a) A listee has information that has not been disclosed, for example because all of the limbs of Rule 11.3
apply;
(b) There is a reasonably specific media comment or rumour concerning the listee that has not been
confirmed or clarified by a disclosure by the listee; and
(c) There is evidence that the rumour or comment is having, or APX considers that the comment or rumour
is likely to have, an impact on the price of the listee’s securities.
Cross-reference: Rules 11.1, 11.3 and 13.8.
11.6 Deleted.
14 December 2015 69
12. OTHER CONTINUING OBLIGATIONS
Chapter 12 sets out the continuing obligations of a listee with quoted securities.
General rule
12.1 Once a listee has been admitted to the official list it must, subject to Rules 12.6 and
12.7 comply with the continuing obligations set out in this Chapter 12 and Chapters 1, 5
to 11, 13, 15 to 21 and 24 to 29.
Failure by a listee to comply with any applicable continuing obligation may result in APX
taking any or all of the steps described in Chapter 22.
Listee not to release information to others before APX
12.2 A listee must not provide or otherwise release to any person information that it is
required to disclose until the listee has disclosed that information and has received
confirmation that the APX Announcements Office has released the disclosure to the
APX market.
Cross-reference: Rule 12.4 and 11.1.
12.3 The listee must disclose a copy of all notices, reports, announcements or other
documents at the same time as they are issued by the listee.
No restrictions on APX
12.4 APX does not recognise any restrictions on the release of any document or other
information given to APX for public release.
Documents sent to security holders
12.5 A listee must immediately disclose a copy of a document it sends to holders of
securities in a class.
Continuing obligations of an issuer of fixed interest securities
12.6 After it is admitted to the official list, a listee which is the issuer of fixed interest
securities must comply with the following Rules with respect to that class of securities
(to the extent they are relevant) and need not comply with the others:
(a) Chapters 1, 4, 5, 11 to 16, 20, 22 to 26, and the Listing Rule Procedures made
under Rules in those Chapters;
(b) Rule 7.5; and
(c) any other Rules that APX specifies either before or after the listee is admitted to
the official list.
Continuing obligations of international exempt listees
12.7 A listee admitted to the official list as an international exempt listee must:
(a) comply with the following Rules (and need not comply with any other Rules):
(i) Chapters 1, 4, 12, 14, 20, 22 to 26, and the Listing Rule Procedures
made under Rules in those Chapters;
14 December 2015 70
(ii) Rules 10.1, 13.1 to 13.8 and 15.4; and
(iii) any other Rule that APX specifies, either before or after it is admitted to
the official list;
(b) immediately disclose, in English, all the information that it provides to its
overseas home exchange that is, or is to be, made public; and
(c) continue to comply with the listing rules (or their equivalent) of its overseas home
exchange;
(d) immediately submit to APX details of any failure to comply with the listing rules (or
their equivalent) of its overseas home exchange;
(e) either:
(i) have net tangible assets of at least AUD $1 billion; or
(ii) have operating profit before income tax from normal operating activities of
at least AUD $100 million each full financial year;
(f) continue to be a going concern;
(g) continue to maintain a person to be responsible for communication with APX, in
English, in relation to APX Listing Rule matters;
(h) immediately disclose advice regarding any changes in laws of its home
jurisdiction which materially changes the most recent advice disclosed in relation
to significant differences between the laws of its home jurisdiction and Australian
laws in relation to the rights and obligations of security holders; and
(i) if the auditor of the international exempt listee changes, immediately disclose:
(i) the name of the new auditor that will be conducting audits for the
international exempt listee;
(ii) the qualifications and experience of the auditor; and
(iii) the audit standards to be applied.
Additional obligations of international listees
12.7A A listee admitted to the official list as an international listee must:
(a) nominate a person to be responsible for communication with APX, in English, in
relation to APX Listing Rule matters;
(b) immediately disclose advice regarding any changes in the laws of its home
jurisdiction which materially changes the most recent advice disclosed in relation
to significant differences between the laws of its home jurisdiction and Australian
laws in relation to the rights and obligations of security holders; and
(c) if the auditor of the international listee changes, immediately disclose:
(i) the name of the new auditor that will be conducting audits for the
international listee;
14 December 2015 71
(ii) the qualifications and experience of the auditor; and
(i) the audit standards to be applied.
Simultaneous Disclosure
12.7B If a listee admitted to the official list is also listed on an overseas stock exchange, it must
ensure the simultaneous disclosure of any material information or document filed with, or
released pursuant to, the listee’s listing on that overseas stock exchange.
Note: If the document or information to be disclosed is not in English, it must be accompanied by an English
translation.
Cross reference: Rule 3.1, Rule 26.5 and Guidance Note 3.
Notification relating to issue of securities
12.8 A listee must immediately disclose the following information:
(a) In relation to any proposed issue of securities:
(i) the class of securities proposed to be issued;
(ii) if the securities proposed to be issued are not of a class which is already
quoted, whether the listee will apply for quotation of the securities;
(iii) the number of securities to be issued or (if the number is not known) the
maximum number which may be issued;
(iv) the issue price or consideration for the issue of the securities;
(v) the other principal terms of issue of the securities to be issued;
(vi) the purpose of the issue of the securities;
(vii) whether the listee will seek the approval of its security holders in relation
to the proposed issue of securities and if so the proposed date of the
meeting at which such approval will be sought;
(viii) whether the issue will be to a class of existing security holders;
(ix) whether the issue of securities is provided for in an agreement;
(x) whether the issue of securities is as a result of the exercise of an option;
(xi) if any of the securities issued are restricted securities or are subject to
voluntary escrow, the number and class of the securities and the date
from which they cease to be restricted securities or subject to voluntary
escrow;
(xii) the effect, if any, of any issue of securities on the terms of the exercise of
rights on existing issues options and convertible securities; and
(xiii) A completed Appendix 5-1.
14 December 2015 72
(b) In relation to any proposed corporate action, the record date, which must be
disclosed at least 7 business days before the record date.
Note: For a pro-rata issue to security holders, see Chapter 8.
Cross-reference: Rule 11.1.
(c) In relation to an issue of a security offer document or information
memorandum by the listee:
(i) a copy of each security offer document immediately after it is lodged
with ASIC; and
(ii) a copy of each information memorandum before it is issued.
Cross-reference: Rule 11.1.
(d) In relation to any issue of securities offered generally to the public for cash and of
open offers to security holders, the basis of allotment.
(e) Deleted.
(f) The results of any new issue of listed securities.
Where the securities are subject to an underwriting arrangement the listee may, at
its discretion, delay disclosing until the obligation by the underwriter to take or
procure others to take securities is finally determined or lapses. In the case of an
issue or offer of securities which is not underwritten, disclosure of the result must
be made immediately it is known.
(g) Details of the exercise by an underwriter of a right to avoid or change the
underwriter's obligations.
Cross-reference: Rule 12.16.
(h) Details of any change to any information disclosed under (a) to (g) above.
Other notifications relating to capital
12.9 A listee must immediately disclose the following information:
Calls of capital
(a) Details of a call (in the case of a managed investment scheme, an instalment to
be made on its units) to be made on its securities.
Alterations to capital structure
(b) Details of any reorganisation proposed to be made to the listee's capital (in the
case of managed investment scheme, interests).
Amendments to dividend or distribution plan
(c) If a dividend or distribution plan is established or amended, a copy of the terms
of the plan or any amendment to it.
Cross-reference: Rules 5, 8.5(h) and 8.4.
14 December 2015 73
Release of restricted securities and securities subject to voluntary escrow
12.10 A listee must, not less than 10 business days before the end of the relevant escrow
period, disclose that restricted securities or securities subject to voluntary escrow will
be released.
Notification relating to takeovers
12.11 If a listee, or one of its controlled entities, extends the period for acceptances under a
takeover (other than a scheme of arrangement) made by it, the listee must
immediately disclose the following information:
(a) the percentage of securities in the bid class to which the offeror and the offeror's
associates (as defined in section 12 of the Act) had a relevant interest when the
first of the offers were made; and
(b) the percentage of securities in the target in which the offeror and the offeror's
associates (as defined in section 12 of the Act) have a relevant interest at the date
of the extension.
Cross-reference: Rules 14.7 and 14.8.
12.12 If the offer period for a takeover (other than a scheme of arrangement) by a listee, or
one of its controlled entities, ends, the listee must disclose the following information at
least 30 minutes before the commencement of trading on the business day following the
end of the offer period:
(a) the percentage of securities in the bid class in which the offeror and offeror's
associates (as defined in section 12 of the Act) have a relevant interest at the end
of the offer period; and
(b) whether the offeror will proceed with compulsory acquisition.
Cross-reference: Rules 14.7, 14.8 and 14.18.
12.13 A listee must disclose, within 10 business days after the end of an offer period, a
distribution schedule including the names of, and percentages held by, the 20 largest
holders of securities, if:
(a) the offer period for a takeover (other than a scheme of arrangement) by a listee,
or one of its controlled entities, ends; and
(b) the consideration was or included equity securities in the listee.
12.14 A listee must disclose, within 10 business days after the end of an offer period, a
distribution schedule including the names of, and percentages held by, the 20 largest
holders of securities, if:
(a) the listee is the target under a takeover (other than a scheme of arrangement);
and
(b) compulsory acquisition will not proceed.
14 December 2015 74
Options
12.15 A listee must disclose the following changes at least 5 business days before the
change becomes effective:
(a) any change to the exercise price of an option;
(b) any change to the number of underlying securities to be issued on exercise of
any option;
(c) the date on which the relevant change becomes effective.
Cross-reference: Rule 11.1.
12.16 Immediately a listee enters into an underwriting agreement for the exercise of options,
the listee must disclose the details of the underwriting, including the name of the
underwriter and the fee or commission payable to the underwriter.
Meetings
12.17 A listee must disclose the following information regarding meetings of security holders
in the time and manner specified:
(a) where directors are to be appointed or elected by a meeting of security holders,
the date of the meeting - at least 5 business days before the closing date for the
receipt of nominations.
(b) any prepared announcement (including any prepared address or presentation by
the chairperson or any other person) that will be delivered at a meeting - no later
than the start of the meeting.
If other material information is released at the meeting, that information must be
disclosed at the same time.
(c) where there is a meeting of security holders, the outcome in respect of each
resolution put to the meeting of security holders – immediately after the meeting
has been held.
(d) if a meeting is adjourned, the fact of the adjournment and the outcome in respect
of each resolution dealt with before the adjournment occurred and details of the
resolutions to be dealt with at the adjourned meeting – immediately after the
meeting is adjourned.
Offices
12.18 A listee must immediately disclose any change of its registered office or principal office
where its management is located.
Registers
12.19 A listee must immediately disclose:
(a) any change of address of an office at which a register of its securities or
depositary interests is kept; and
14 December 2015 75
(b) if the listee is an international listee or an international exempt listee - any
proposal to cease operating a securities register (or sub-register) or a register of
depositary interests in Australia.
A listee must not cease operating that Australian register (or sub-register) until at
least 20 business days after notice of the proposal has been disclosed.
Note: an international listee or an international exempt listee is required under Rule 4.24 to
maintain in Australia at all times either a securities register (or sub-register) or a register of depositary
interests.
Cross-reference: Rule 4.24.
Change of chairperson, directors, responsible entity, management company, auditors
12.20 A listee must immediately disclose the following information:
(a) a person is appointed as chairperson, director, chief executive officer (or
equivalent), or company secretary in respect of the listee (or the period of their
appointment previously disclosed is extended), including the name and position of
the relevant person and a brief profile of the person;
(b) a person who acts as a chairperson, director, chief executive officer (or
equivalent), or company secretary retires, is removed or otherwise ceases to act,
including the name and position of the relevant person;
(c) if the listee is a managed investment scheme:
(i) a change of the responsible entity or the chairperson, director, chief
executive officer (or equivalent) or secretary of the responsible entity;
and
(ii) the names of the members of the first compliance committee (if any) and
any change in members of the compliance committee;
(d) a change of its auditor, including the name and contact details of the new
appointee.
Changes in director's interest
12.21 Each listee must have appropriate procedures and arrangements in place to ensure that
each director of the listee notifies the listee of changes in the director's interest and
contracts involving securities of the listee (pursuant to section 205G of the Act).
Following receipt of each such notice from a director, the listee must immediately
disclose a copy of the director’s interest notice.
Note: Section 205G of the Act applies to directors of all listees of equity securities.
Cross-reference: Rule 18.17.
Ownership limits
12.22 If:
(a) a listee's constitution with APX's agreement, or because of a law (other than the
Act or the Foreign Acquisitions and Takeovers Act 1975 (Cth)), restricts the
14 December 2015 76
ownership or control of the listee's securities or control of the votes to a specified
percentage; and
(b) the listee becomes aware that the percentage held by a class of persons
restricted to owning or controlling that percentage has come within 5 percentage
points of the restriction, or equals or exceeds it;
then each time the listee becomes aware of any changes of more than one percentage
point in the capital (in the case of a managed investment scheme, interests) or votes
held by persons in the class, the listee must immediately disclose:
(c) the change; and
(d) details of the action that the listee proposes to take to divest the securities, or to
remove or change the voting or other rights attaching to them, should it receive a
transfer document for securities the transfer of which would result in the restriction
being exceeded,
until such time that the listee becomes aware that Rule 12.23 applies.
12.23 If the listee becomes aware that the percentage of capital (or interests, as the case may
be) or votes held by the class of persons referred to in Rule 12.22(b) has ceased to be
within 5 percentage points of the restriction, or to equal or exceed it, the listee must
immediately disclose that fact.
Example: A law (and the listee’s constitution) requires a listee to limit ownership of its voting securities to a
class of persons to no more than 30% of its total voting securities. Once that listee becomes aware that
ownership of its voting has reached 25% of its total voting securities it must disclose that fact. It must also
disclose if it becomes aware of changes that reach 26%, 27% 28, and 29% of its total voting securities and
what it proposes to do if the 30% limit is breached. It must also disclose if it becomes aware of changes that
take the level of limited ownership below 25%.
Record date and timetables
12.24 A listee must immediately disclose and give not less than 7 business days’ notice of
the proposed record date (or amended record date) if it:
(a) fixes a proposed record date; or
(b) amends a proposed record date which it has previously disclosed.
12.25 If a listee is undertaking more than one corporate action, it must not have a record
date to identify security holders entitled to participate in a subsequent corporate action
until it has updated its register in relation to the preceding corporate action.
12.26 A listee must not have a record date for any purpose until at least 6 business days
after its last record date. This Rule 12.26 does not prevent a listee having identical
record dates for different purposes.
12.27 If a listee must get the approval of holders of ordinary securities to make an offer, or
issue securities, the record date to decide entitlements must be at least 7 business
days after the date of the meeting.
Note: From 14 April 2014 onwards, APX will, as a result of the changes to its corporate action timetables effective
on that date, consider waiver requests of Rule 12.27, such that the record date to decide entitlements must be at
least 5 business days after the date of the meeting.
14 December 2015 77
12.28 A listee must comply with the requirements of the timetables in the Listing Rule
Procedures.
Cross reference: Listing Rule Procedure 12.28
Notification of substantial interests in securities
12.29 If a listee is not established in Australia it must immediately disclose a copy of a
document it receives about substantial holdings of securities under any overseas law or
provisions in the listee’s constitution equivalent to Part 6C.1 of the Act.
Note: Where a listee is incorporated in Australia, a person who gives a substantial holding notice to the listee
under Part 6C.1 of the Act is required to disclose a copy of that notice (section 671B(1)).
A listee established in Australia is required, pursuant to Rule 11.1, to immediately disclose a document it
receives pursuant to Part 6C.2 of the Act where that document reveals materially different information to any
previously disclosed substantial holding notice received pursuant to Part 6C.1 of the Act.
Similarly, a listee not established in Australia is required, pursuant to Rule 11.1, to immediately disclose a
document it receives equivalent to Part 6C.2 of the Act where that document reveals materially different
information to any previously disclosed substantial holding notice received under the equivalent of Part 6C.1 of
the Act.
For the purposes of this Note, information is deemed to be:
material where a substantial holding differs by more than 1% compared to a previously disclosed
substantial holding; and
not material where a related entity substantial holding has changed because of the creation, acquisition,
dissolution or disposal of a related entity.
Cross-reference: Rule 11.1.
Disclosures of certain corporate actions
12.30 No disclosure may be made available in respect of a corporate action until the final
form of the disclosure has been disclosed and the listee has received confirmation that
the APX Announcements Office has released the disclosure to the APX market.
12.31 The following documents where required by these Rules are to be provided to APX with
the disclosure by a listee of a corporate action:
(a) a letter from the sponsor referred to in Rule 3.22 (working capital letter); and
(b) any other document required by these Rules.
12.32 A copy of the following documents (where applicable) must be disclosed at the same
time as it is dispatched to security holders:
(a) the disclosure;
(b) the letter referred to in Rule 12.31(a); and
(c) any other document required by these Rules to be dispatched to security holders.
14 December 2015 78
Dividend or distribution plan
12.33 An announcement containing an offer to security holders to participate in a dividend or
distribution plan must include:
(a) in a prominent position, details of the equivalent cash dividend and/or distribution
forgone to obtain each security or the basis of the calculation of the number of
securities to be offered instead of cash;
(b) a statement of the date for ascertaining the price of the securities to be used to
calculate the allocation of securities;
(c) a statement that the securities will rank equally with a class of quoted securities
(ignoring the fact that they may not rank equally for the next dividend (in the case
of a managed investment scheme, distributions) and any right to participate in a
concurrent offer);
(d) details of how fractional entitlements are to be dealt with;
(e) the record date for the relevant dividend or distribution; and
(f) a form of election which:
(i) is worded so that security holders must make a positive election to
receive securities instead of cash; and
(ii) includes a statement that the right to receive the securities is non-
transferable.
Early redemption
12.34 An announcement in connection with a proposed resolution to redeem a quoted fixed
interest security before its due date for redemption must include:
(a) an explanation of the reasons for the early redemption;
(b) a statement of the market price for the fixed interest securities on the first
business day in each of the six months before the date of the announcement and
on the latest practicable business day before dispatch of the announcement;
(c) a statement of any interests of any director in the fixed interest securities;
(d) if there is a trustee, or other representative, of the holders of the fixed interest
securities to be redeemed, a statement that the trustee or other representative,
has given its consent to the issue of the announcement or stated that it has no
objection to the resolution being put to a meeting of the holders of the fixed
interest securities;
(e) the proposed timetable for redemption; and
(f) an explanation of the proposed procedure to be followed by the holders of the
fixed interests securities in connection with the early redemption, if approved.
14 December 2015 79
13. COMPLIANCE WITH AND ENFORCEMENT OF THESE RULES
Chapter 13 sets out the obligation of a listee to comply with these Rules at all times, the
power of APX to impose sanctions and request information from a listee and the power of
APX should the scale of operations of a listee diminish.
13.1 Each listee must comply with all Rules applicable to it, even if quotation of the listee's
securities is deferred, suspended or subject to a trading halt.
13.2 Compliance with these Rules will be monitored and may be enforced by APX.
13.3 In addition to the requirements of these Rules, APX may impose conditions on the
admission of a listee to the official list for the purposes of ensuring compliance with
these Rules or to ensure the operation of a fair, orderly and transparent market.
13.4 APX may impose sanctions on a listee for a breach of these Rules in accordance with
Chapter 22.
APX may request information
13.5 If requested by APX, a listee must without delay provide to APX:
(a) all information that APX considers appropriate for ensuring the operation of a fair,
orderly and transparent market; and
(b) all information that APX may reasonably require for the purpose of monitoring
compliance with these Rules.
13.6 APX may at any time require a listee to disclose such information within such time limits
as it considers appropriate for the purpose of maintaining a fair, orderly and transparent
market.
13.7 If a listee fails to comply with a requirement under Rule 13.5 or Rule 13.6 and if APX is
in possession of the information, APX may disclose the information. Prior to such
disclosure APX may (but is not required to) notify the listee of the proposed disclosure
and allow the listee an opportunity to comment. If the listee believes that the information
it provides to APX falls within the exceptions to Rule 11.1 contained in Rule 11.3, the
listee must submit to APX reasons why it has formed that belief at the time the relevant
information is provided.
13.8 APX may disclose correspondence with a listee if APX considers it necessary for the
operation of a fair, orderly and transparent market. Prior to such disclosure APX may
(but is not required to) notify the listee of the proposed disclosure and allow the listee
an opportunity to comment. If the listee believes that the correspondence falls within the
exceptions to Rule 11.1 contained in Rule 11.3, the listee must submit to APX reasons
why it has formed that belief at the time the relevant correspondence is provided.
Cross-reference: Rules 11.1, 11.3 and 11.4.
On-going requirements for listing
Level of operations
13.9 The scale of a listee's operations must, in APX's opinion, be sufficient to warrant the
continued quotation of its securities and the listee's continued admission to the official
list of APX.
14 December 2015 80
Financial condition
13.10 A listee's financial condition (including operating results) must, in APX's opinion, be
adequate to warrant the continued quotation of its securities and the listee's continued
admission to the official list of APX.
13.11 A listee must ensure that it maintains appropriate levels of assets (other than assets held
as cash or in a form readily convertible to cash). APX in its absolute discretion will
determine what is appropriate for each listee.
Spread
13.12 A listee must maintain a spread of security holders in its main class (or any other
class of quoted securities) which, in APX's opinion, is sufficient to ensure that there is
an orderly and liquid market in its securities.
13.13 The listee must notify APX immediately if it becomes aware that the number of
securities which are held by security holders has fallen below the relevant required
prescribed minimum number or percentage (see Rule 4.28 (for applicants other than an
issuer of fixed interest securities) or Rule 4.30 (for an issuer of fixed interest
securities)).
13.14 Once a listee becomes aware that the number of security holders has fallen below the
relevant prescribed minimum number or percentage, the listee must take steps to ensure
compliance as soon as practicable and in any event no later than 3 months after which it
has been requested by APX to address this issue of non-compliance.
13.15 The requirements for spread under Rule 4.28 are not met if, in the opinion of APX, the
spread is obtained by artificial means. For example, APX may form the opinion that the
spread has been obtained by artificial means if:
(a) securities have been provided to one or more security holders as a gift;
(b) securities have been issued to multiple related holders who have a common
address or common beneficial owners; or
(c) security holders have been offered non-recourse loans to assist them to acquire
securities
Structure and operations
13.16 A listee’s structure and operations must be appropriate for a listee.
Note: When deciding if a listee’s structure and operations are appropriate, APX may consider what changes the
listee has made, or intends to make, to its structure and operations when compared to the listee’s structure and
operations at the time of its admission to the official list.
Cross-reference: Rule 4.18.
Independent expert reports
13.17 APX may require a listee to engage, at its own cost, one or more suitably qualified
independent experts approved by APX to provide to APX a report and/or conduct an
investigation, within the time frame specified by APX, on matters specified by APX
relating to the compliance by the listee with these Rules (or any other matter which APX
14 December 2015 81
considers is appropriate to assist APX in the discharge of its functions and
responsibilities under these Rules) as determined by APX.
13.18 A listee must give the independent expert all such information and assistance reasonably
required to enable the independent expert to prepare the report or conduct the
investigation referred to under Rule 13.17 and where requested by the independent
expert, direct such third parties to make available or to otherwise provide access to all
such information the independent expert requires.
13.19 Where APX determines that the information contained in a report warrants further
investigation, it may direct the listee to:
(a) provide APX or the independent expert engaged such further information APX
considers appropriate; and
(b) obtain and submit a further report by an independent expert covering such further
matters as specified by APX.
14 December 2015 82
14. TRADING HALTS, SUSPENSIONS AND REMOVALS
Chapter 14 sets out the Rules on when and how trading halts and the suspension of
securities from quotation may occur, the powers of APX to reinstate securities and the
process for removal of a listee from admission at the request of the listee or otherwise.
Trading halts
How and when a trading halt occurs
14.1 APX may grant a trading halt at the written request of a listee. APX is not required to
act on the listee's request. When requesting a trading halt, the listee must provide
APX with the following information:
(a) the reasons for the trading halt;
(b) the time period for the trading halt;
(c) the event it expects to occur which will conclude the trading halt;
(d) whether there is any reason the trading halt should not be granted; and
(e) any additional information relevant to the trading halt.
APX may in its absolute discretion request further information.
14.2 The trading halt cannot extend past the commencement of normal trading on the second
business day following the day on which it is requested.
14.3 APX may suspend quotation of a listee's securities, even if the securities are subject
to a trading halt. However, APX will not suspend quotation of the securities before the
expiry of the trading halt requested by the listee (where the trading halt was not
requested in response to a query from APX).
Suspension from quotation
General rule
14.4 Where, in the opinion of APX, the fair, orderly and transparent operation of the APX
market is, or may be, temporarily jeopardised, APX may suspend, with effect from such
time as it may determine, the quotation of any securities at any time and in such
circumstances as it thinks fit.
Suspension at listee's request
14.5 APX may at any time suspend a listee's securities, or a class of them, from quotation
at the written request of the listee. APX is not required to act on the listee's request.
When requesting suspension a listee must provide APX with the following information:
(a) the reasons for the suspension;
(b) an estimate of the duration of the suspension;
(c) the event it expects to occur which will conclude the suspension;
(d) whether there is any reasons of which it is or should reasonably be aware that its
securities should not be suspended; and
14 December 2015 83
(e) any other information relevant to the suspension to maintain a fair, orderly and
transparent market in the securities.
APX may in its absolute discretion request any further information.
Suspension not at listee's request
14.6 APX may at any time suspend a listee's securities, or a class of them, from quotation
if in APX's opinion:
(a) the listee is unable or unwilling to comply with, or breaches, a Rule;
(b) it is necessary to suspend quotation to maintain a fair, orderly and transparent
market;
(c) the Rules require the suspension; or
(d) there is an appropriate reason to do so.
Suspension due to compulsory acquisition
14.7 In the case of a compulsory acquisition following a takeover under Chapter 6A of the
Act:
(a) APX will suspend quotation of a listee's securities 5 business days after it
receives a copy of the compulsory acquisition notice sent to securities holders in
the bid class that the bidder is entitled to acquire their securities.
(b) APX may decide not to suspend quotation of securities in a class that was not
the class to which the securities covered by the compulsory acquisition notice
belong.
Cross reference: Rule 14.20 deals with the removal of a listee following a compulsory acquisition.
14.8 In the case of a compulsory acquisition under Part 6A.2 of the Act:
(a) APX will suspend quotation of a listee's securities 5 business days after it
receives written notice from the listee either that:
(i) the objection period set out in the compulsory acquisition notice has ended
and holders of at least 10% of the securities covered by the compulsory
acquisition notice have not objected to the acquisition before the end of the
objection period; or
(ii) the court has approved the acquisition under section 664F of the Act.
(b) APX may decide not to suspend quotation of securities in a class that was not
the class to which the securities covered by the compulsory acquisition notice
belong.
Cross-reference: Rule 14.20 deals with the removal of a listee following compulsory acquisition
notices.
Suspension due to failure to disclose documents
14.9 If a listee fails to disclose the documents required under Rules15.1, 15.12 or 15.17 or
the annual report required under Rule 15.3, APX will suspend the listee's securities
14 December 2015 84
from quotation prior to the commencement of trading on the business day after the date
on which the documents were due. This Rule 14.9 will not be waived by APX.
Suspension due to failure to pay annual listing fees
14.10 If APX does not receive payment of a listee's annual listing fee within 14 days after the
due date, APX will suspend quotation of the listee's securities prior to the
commencement of trading on the next business day. This Rule 14.10 will not be waived
by APX.
Cross-reference: Rule 14.21 deals with the removal of a listee due to non-payment of annual listing fees.
14.11 Deleted.
Duration of suspension
14.12 The duration of any suspension should be for the shortest possible period to promote a
fair, orderly and transparent market. Except in the case of suspension due to compulsory
acquisition, it is the responsibility of the listee of securities suspended from trading to
ensure that trading in its securities resumes as soon as practicable following the
publication of an appropriate announcement or when the specific reasons given by the
listee in support of its request for a suspension of trading in its securities, pursuant to
Rule 14.5, no longer apply.
Reinstatement of securities to quotation
General rule
14.13 APX may at any time reinstate a listee's securities to quotation. Upon reinstating, APX
will make an announcement to the market that trading has resumed in those securities.
Reinstatement following suspension
14.14 APX may impose such conditions as it considers appropriate on the reinstatement of
quotation.
Reinstatement after lodging documents
14.15 If a listee's securities are suspended under Rule 14.9 for failure to disclose
documents, APX may reinstate quotation of the securities before the commencement
of trading on the business day after APX receives the disclosed documents and any
fees payable, unless APX determines it is appropriate that the securities should remain
suspended for another reason.
Cross-reference: Rule 25.8.
Reinstatement after payment of annual listing fees
14.16 If a listee's securities are suspended under Rule 14.10 for failure to pay the listing fees,
APX may reinstate quotation of the securities before the commencement of trading on
the business day after APX receives the listing fees unless APX determines the
securities should be suspended for another reason.
Cross-reference: Rule 14.21.
14 December 2015 85
Ending quotation
14.17 APX may at any time and on such conditions as it considers appropriate end quotation
of a class of a listee's securities if:
(a) the listee requests it; or
(b) the securities no longer meet the requirements necessary for quotation.
Removal from official list
Removal at listee's request
14.18 APX may at any time and on such conditions as it considers appropriate, remove a listee
from the official list at the duly authorised request of the listee.
Removal not at listee's request
14.19 APX may at any time and on such conditions as it considers appropriate, remove a listee
from the official list if, in APX's opinion:
(a) the listee is unable or unwilling to comply with, or breaches a Rule,
(b) the listee has no listed securities; or
(c) there is an appropriate reason to do so.
Removal following compulsory acquisition notices
14.20 If all the listed securities of a listee have been suspended under Rule 14.7 or 14.8,
APX will remove the listee at the close of trading on the third business day following the
date on which the listee's securities were suspended, or such other date as determined
by APX.
Removal for non-payment of annual listing fee
14.21 If a listee does not pay an annual listing fee as required under Rule 25.6, APX may
remove the listee from the official list at the close of trading 21 days after the due date.
This Rule 14.21 will not be waived by APX.
Cross-reference: Rule 14.10.
When removal from the official list occurs
14.22 If APX's decision to remove a listee from the official list is conditional, the listee is
removed when the conditions are met on a date determined by APX. If the decision is
unconditional, the listee is removed on the date specified in the decision. If no date is
specified, the listee is removed on such date as determined by APX.
Effect of removal from official list
14.23 If a listee is removed from the official list, quotation of all its securities ends.
14 December 2015 86
15. FINANCIAL INFORMATION
Chapter 15 sets out requirements for the provision by a listee of financial information to
APX.
Full year indicative financial report
15.1 Unless a listee is required by APX to comply with Rule 15.19, a listee must immediately
disclose a full year indicative financial report following board approval. The full year
indicative financial report must be disclosed within 2 months after the end of the
accounting period and must:
(a) include the status of auditor involvement in preparation of the full year indicative
financial report;
(b) show the figures in the form of Appendix 15-2 consistent with the presentation to
be adopted in the annual financial statements for that financial year;
(c) if the auditor's report is likely to be qualified, give details of the nature of the
qualification; and
(d) include any significant additional information necessary for the purpose of
assessing the results being announced.
Cross-reference: See Rule 12.2.
Dividends and/or distributions and/or interest payments
15.2 A listee must immediately following board approval of any decision to pay or make any
dividend or other distribution on equity securities or any interest payment on any fixed
interest security or to withhold any dividend or interest payment on securities, disclose
details of the:
(a) exact net amount payable per security;
(b) payment date;
(c) rate and amount of any franking credits; and
(d) record date (where applicable).
Cross-reference: Rule 12.2 and Listing Rule Procedures 12.28.1 and 12.28.2.
Annual report and financial statements
15.3 A listee must disclose a copy of the listee's annual report which:
(a) complies with the Act;
(b) includes a statement of the corporate governance principles and practices that the
listee had in place during the reporting period and if a practice had been in place
for only part of the period, the period during which it had been in place, in
accordance with the Listing Rule Procedures; and
Note: the Listing Rule Procedures provide an indicative list of corporate governance matters. If the
listee is a managed investment scheme, the corporate governance practices of the responsible
entity may also be the practices of the managed investment scheme.
14 December 2015 87
(c) includes any additional materials as prescribed by APX in the Listing Rule
Procedures.
Cross reference: Listing Rule Procedure 15.3
Entity to give APX annual financial statements and concise report lodged with ASIC
15.4 A listee (in the case of a managed investment scheme, the responsible entity) is
required to:
(a) if it is domiciled in Australia, disclose the financial statements which it must
lodge with ASIC under section 319 of the Act. It must disclose a copy of the
financial statements that it lodges with ASIC under the Act no later than when
they are lodged with ASIC and in any event within 3 months of the end of the
accounting period. It must also disclose a copy of any concise report at the same
time;
(b) if it is not domiciled in Australia and is required to comply with section 601CK of
the Act, disclose a copy of the financial statements and other documents that it
lodges with ASIC no later than when they are lodged with ASIC and in any event
within 3 months of the end of the accounting period. The financial statements
must be audited and the audit report must be disclosed with the financial
statements.
Cross-reference: Rule 1.15.
15.5 Deleted.
15.6 Deleted.
Summary financial statements
15.7 Unless the listee is a managed investment scheme, where a listee issues summary
financial statements permitted under the Act, earnings per share must be disclosed.
Half year report
15.8 A listee must prepare a report, on a group basis where relevant, on its activities and
profit or loss for the first six months of each financial year.
15.9 The accounting policies and presentation applied to interim figures must be consistent
with those applied in the latest published annual financial statements save where:
(a) they are to be changed in the subsequent annual financial statements, in which
case the new accounting policies and presentation should be followed, and the
changes and the reasons therefore should be disclosed in the half-yearly report; or
(b) APX otherwise agrees.
15.10 The half year report must contain the information required by Appendix 15-1 in respect
of the group's activities and profit or loss during the relevant period. Where items
14 December 2015 88
specified in the Appendix 15-1 are unsuited to the listee's activities, APX may approve
suitable adaptations or adjustments to be made.
15.11 The half year report must contain:
(a) an explanatory statement (including any significant information enabling investors
to make an informed assessment of the trend) of the group's activities and profit
or loss;
(b) an indication of any special factor which has influenced those activities and the
profit or loss during the period in question;
(c) enough information to enable a comparison to be made with the corresponding
period of the preceding financial year;
(d) so far as possible, a reference to the group's prospects in the current financial
year; and
(e) a complete copy of the report of the auditor.
15.12 Unless a listee is required by APX to comply with Rule 15.19, the listee must complete
an Appendix 15-1. The financial statements on which the Appendix 15-1 are based
must be audited or subject to review.
15.13 The listee must disclose the Appendix 15-1 immediately the information is available,
and no later than such time as it lodges any financial statements with ASIC. It must do
so in any event within 75 days after the end of the accounting period.
15.14 A listee (in the case of a managed investment scheme, the responsible entity) is
required to:
(a) if it is domiciled in Australia, disclose the half year financial statements that it
lodges with ASIC under section 320 of the Act, no later than such time that it
lodges them with ASIC;
(b) if it is not domiciled in Australia but it is subject in its home jurisdiction to an
equivalent law to section 320 of the Act requiring it to prepare half year financial
statements, disclose the financial statements prepared under that law. The
financial statements must be disclosed within 75 days of the end of the half
year. The financial statements must be audited or subject to review and the
audit or review report must be disclosed with the financial statements.
(c) if it is not domiciled in Australia and it is not subject in its home jurisdiction to an
equivalent law to section 320 of the Act requiring it to prepare half year financial
statements, disclose half year financial statements equivalent to those it would
be required to prepare in its home jurisdiction if its governing legislation included a
provision equivalent to section 320 of the Act. The financial statements must be
disclosed within 75 days of the end of the half year. The financial statements
must be audited or subject to review and the audit or review report must be
disclosed with the financial statements.
Cross-reference: Rule 1.15.
14 December 2015 89
Method of publication
15.15 A listee must publish the full year indicative financial report and the half year report by:
(a) immediately disclosing after board approval; and
Cross-reference: Rules 12.2, 15.1 and 15.13.
(b) placing the full year indicative financial report half year report on the listee's
website and making it available upon request by shareholders.
Requirements on change of accounting reference date
15.16 If a listee changes its accounting reference date (other than a change of accounting
reference date of one week or less) it must immediately disclose the new accounting
reference date.
15.17 If a listee changes its accounting reference date under Rule 15.16 (other than a
change of accounting reference date of one week or less), the listee must prepare and
disclose an Appendix 15-2 covering the 12 months since its previous accounting
reference date.
Cross-reference: Rule 15.1.
15.18 The listee must disclose the Appendix 15-2 immediately it becomes available. It must
do so in any event within 75 days after the end of the previous 12 month period.
Quarterly cash reports
15.19 If one of the following applies, a listee must complete an Appendix 15-3:
(a) APX requires it as a condition of admission to the official list pursuant to Rule
4.5.
(b) The listee is classified by APX as a mining exploration listee or an oil and gas
exploration listee.
(c) APX requires it pursuant to Rule 13.3.
Note: APX will generally require a listee to comply with Rule 15.19(a) in circumstances where the listee
being admitted to the official list has less than the three years of audited financial statements as
prescribed in Rule 4.26 or is considered by APX, for other reasons, to require quarterly cash reports,
such as the admission of a cash-box.
APX will generally require a listee to comply with Rule 15.19(c) in circumstances where there are
concerns with the cash flow position of the listee, concerns as to the going concern position of the listee
or other related concern. APX will also consider the application of Rule 13.10 when making a
determination in relation to Rule 15.19(c),
APX, when applying Rule 15.19, will write to a listee advising the application of the Rule, the length of
time required for the listee to comply with the Rule and, if applicable, any other requirements expected
of the listee in meeting its obligations in relation to the Rule.
15.20 A listee required to comply with Rule 15.19 must complete the Appendix 15-3 and
disclose it immediately the information is available, and in any event within 1 month after
the end of each quarter of its financial year.
14 December 2015 90
16. MAJOR TRANSACTIONS
Chapter 16 sets out the requirement for a listee to provide details to APX of any significant
change to the nature or scale of its operations in advance of that change and the powers of
APX with respect to a proposed change.
16.1 Before a listee makes a significant change to the nature or scale of its activities it must
provide details of the change to APX, including information on the likely effect of the
change on the listee's financial position and performance.
16.2 For the purpose of this Chapter 16, a significant change to the nature or scale of a
listee's activities includes (either directly or indirectly) acquiring a major asset or principal
undertaking or disposing of:
(a) the listee's principal undertaking;
(b) a major asset of the listee;
(c) a controlled entity of the listee, where the controlled entity holds a major asset
of the listee,
as may be further prescribed in the Listing Rule Procedures.
16.3 Before making the significant change, APX may require the listee to:
(a) have the significant change approved by holders of its ordinary securities and
may specify matters to be addressed by the listee in the notice of meeting
(including a voting restriction statement); or
(b) meet the requirements set out in Chapters 4 and 5 as if the listee were seeking
admission to the official list.
16.4 If a listee proposes to make a significant change to the nature or scale of its activities,
any agreement the listee proposes entering into to effect the significant change must be
conditional upon the significant change being approved by holders of its ordinary
securities under Rule 16.3(a), unless APX agrees otherwise.
Cross-reference: See Rule 25.3.
Suspension
16.5 APX may suspend quotation of the listee's securities until the listee has satisfied the
requirements of Rules 16.3 and 16.4 (as applicable).
14 December 2015 91
17. TRANSACTIONS WITH RELATED PARTIES
Chapter 17 sets out requirements for the issue or agreement to issue equity securities to a
related party, exceptions to the general rule and rules relating to the acquisition and
disposal of significant assets.
Acquisition of securities in the listee
Approval for an issue or agreement
17.1 Subject to Rule 17.2, holders of ordinary securities must approve the issue by a listee
of, or an agreement for a listee to issue, equity securities to any of the following
persons:
(a) a related party; or
(b) a person APX considers sufficiently related to the listee that approval of holders of
ordinary securities is required.
Exceptions to Rule 17.1
17.2 The approval of holders of ordinary securities is not required for the issue by a listee,
or an agreement for a listee to issue, equity securities to a person described in Rule
17.1 where:
(a) the securities are received pursuant to a pro rata issue.
Cross-reference: Rule 8.13.
(b) the securities are received under an underwriting agreement in relation to a pro
rata issue where the terms were disclosed in the offer documents for the pro rata
issue.
(c) the securities are received under a dividend or distribution plan where the plan
has no limits on a security holder's ability to participate in the plan.
(d) the person is a person referred to in Rule 17.4 and receives the securities under
an employee incentive scheme with approval under Rule 17.4.
(e) the securities are received under a takeover that was required to comply with the
Act.
(f) the person is a related party by reason only of the transaction which is the reason
for the issue of the securities and the application to it of section 228(6) of the Act.
(g) the securities are received on the conversion of convertible securities, where
the issue of convertible securities complied with these Rules at the time of issue.
(h) an issue of securities (other than to an underwriter to the offer) under a security
purchase plan where:
(i) offers are made to holders of ordinary securities in an amount not
exceeding $15,000 in value;
(ii) the exception in this Rule 17.2 is relied on only once in any 12 month
period;
14 December 2015 92
(iii) the number of securities to be issued does not exceed the number that is
30% of the total number of fully paid ordinary securities on issue before
the offer; and
(iv) the issue price of the securities is not less than 20% below the average
market price for securities in that class, calculated over the last 5
business days on which sales in the securities were recorded before the
business day on which:
(A) the issue was announced;
(B) the issue was made; or
(C) the offer closed.
Note: Relief from ASIC may be required to make offers of securities under a security purchase plan with
a security offer document.
(i) the securities are received under an agreement where the listee complied with
these Rules at the time it entered into the agreement.
(j) an agreement to issue equity securities that is conditional on holders of ordinary
securities approving the issue before the issue is made. If a listee relies on this
exception it must not issue the equity securities without the approval of holders of
ordinary securities.
Requirements for the notice of meeting under Rule 17.1
17.3 The notice of meeting to approve the issue of securities under Rule 17.1 must include
the following:
(a) the name of the person to be issued the securities;
(b) the number of securities to be issued, being either:
(i) if known, the maximum number of securities to be issued; or
(ii) the formula for calculating the number of securities to be issued;
(c) a statement that the securities will be issued by the listee within one month of the
date of the meeting;
(d) a description of the listee's relationship with the person to be issued the
securities;
(e) the issue price of each security and the aggregate issue price;
(f) a description of the terms of the issue;
(g) the proposed use of the subscription funds; and
(h) a voting restriction statement.
Cross-reference: Rule 8.5(n), which requires an additional statement in the notice of meeting in order to rely on
that exception.
14 December 2015 93
Approval required to acquire securities under an employee incentive scheme
17.4 Holders of ordinary securities must approve the issue by a listee of equity securities
under an employee incentive scheme to any of the following persons:
(a) a director of the listee;
(b) an associate of a director of the listee; and
Note: ‘associate’ is to be used as defined in sections 11 and 13 to 17 of the Act (with section 13 to be
applied as if it was not confined to associate references occurring in Chapter 7 of the Act).
(c) a person APX considers sufficiently related to the listee that approval of holders of
ordinary securities is required.
Requirements for notice of meeting under Rule 17.4
17.5 The notice of meeting to approve an issue of securities for the purposes of Rule 17.4
must include the following requirements:
(a) the name of the person to be issued the securities;
(b) the number of securities to be issued, being either:
(i) if known, the maximum number of securities to be issued; or
(ii) the formula for calculating the number of securities to be issued;
(c) a description of the listee's relationship with the person to be issued the
securities;
(d) the issue price of each security and the aggregate issue price, or the formula for
calculating the price;
(e) a description of the terms of the issue;
(f) details of:
(i) all persons referred to in Rule 17.4 who received securities under the
employee incentive scheme since the last approval;
(ii) the number of the securities received; and
(iii) the acquisition price for each security;
(g) the terms of any loan in relation to the employee incentive scheme;
(h) a statement that the securities will be issued by the listee within either:
(i) one year of the date of the meeting; or
(ii) three years of the date of the meeting and details of any securities issued
under the employee incentive scheme will be disclosed in the listee's
annual report; and
(i) a voting restriction statement.
14 December 2015 94
Acquisition and disposal of significant assets
Approval required if test met
17.6 Subject to Rule 17.8, holders of ordinary securities must approve a listee (in the case
of a managed investment scheme, a responsible entity) or a controlled entity:
(a) acquiring a significant asset from; or
(b) disposing of significant asset to,
any of the following persons:
(c) a related party;
(d) a controlled entity;
(e) a substantial holder, if the person and the person's associates (as defined in
section 12 of the Act) have a relevant interest, or had a relevant interest at any
time in the 6 months before the transaction, in at least 10% of the total votes
attached to the listee's securities;
(f) an associate (as defined in sections 11, 13 and 17 of the Act (as if section was not
confined to Chapter 7 of the Act)) of a person referred to in Rules 17.6(c), 17.6(d)
or 17.6(e); or
(g) a person APX considers sufficiently related to the listee that approval of holders of
ordinary securities is required.
17.7 APX may require a listee to undertake action or refrain from taking action set out in Rule
17.12 if the listee is in breach of Rule 17.6.
Exceptions to Rule 17.6
17.8 The approval of holders of ordinary securities is not required under Rule 17.6 where:
(a) the transaction is between the listee and a wholly owned controlled entity;
(b) the transaction is between wholly owned controlled entities of the listee;
(c) the listee is issuing securities for cash;
(d) in the case of a managed investment scheme, the transaction involves a
significant asset that was not beneficially held for the managed investment
scheme before the transaction and is not beneficially held for the managed
investment scheme after the transaction; and
(e) the transaction is between the listee and a person who is a related party by
reason only of the transaction and the application to it of section 228(6) of the Act.
Application of Rule 17.6 to options
17.9 For the purposes of Rule 17.6, where the acquisition or disposal involves the grant or
exercise of an option, the following apply:
(a) the consideration is the sum of the issue price of the option and its exercise price.
14 December 2015 95
(b) an agreement to issue equity securities that is subject to a condition that holders
of ordinary securities approve the issue, is not treated as an agreement.
However, a listee must not issue the equity securities unless an exception in
Rule 8.5 applies.
(c) an agreement to issue an option that is subject to a condition that holders of its
ordinary securities approve the issue, must be approved as soon as practicable
after the agreement to issue the option is entered into.
Example: When issued, where the sum of the issue price and the exercise price of the option did not exceed 5%
of equity interests, approval is not required. At the time of exercise, where the sum of the issue price and the
exercise price of the option does exceed 5% of equity interests, approval is then required before the option is
exercised.
Unproven assets
17.10 If Rule 17.6 applies to an acquisition that involves an unproven asset, the consideration
must be restricted securities and Chapter 21 must be complied with, unless the
consideration is reimbursement of expenditure incurred in developing the unproven
asset.
Consultation with APX on the application of Rule 17.6
17.11 A listee may seek confirmation from APX on whether approval is required under Rule
17.6 for a proposed acquisition or disposal. The listee must submit to APX the full
details of the transaction. APX will not be bound by a confirmation if the details
submitted to it are materially changed at the time of the transaction.
Actions that APX may require a listee to take
17.12 APX may require a listee to take corrective action, where the corrective action at the
option of the listee, is either of the following:
(a) terminating the transaction (or arranging for its termination) or take such measures
to the effect of reversing the transaction; or
(b) seeking the approval of holders of ordinary securities to the transaction, on the
condition that if the approval is not obtained, the listee must terminate the
transaction (or arrange for its termination or reversal).
Requirements for the notice of meeting under Rule 17.6 or 17.12(b)
17.13 The notice of meeting for the approval of holders of ordinary securities under
Rules 17.6 and 17.12(b) must include:
(a) a report on the transaction from an independent expert. The report must state
whether the transaction is fair and reasonable to holders of ordinary securities
whose votes are not to be disregarded. If the opinion is that the transaction is not
fair and reasonable, the expert's opinion is to be displayed prominently on the
notice of meeting and on any explanatory documents sent to holders of ordinary
securities; and
(b) a voting restriction statement.
14 December 2015 96
18. DIRECTORS
Chapter 18 sets outs the obligations of a listee with respect to directors, including the
disclosures a listee must make regarding its directors and the dealing in securities by a
director or related party.
Disclosure of Directors' statements
18.1 A listee must disclose an accurate and truthful director's statement within 5 business
days of the appointment becoming effective.
Cross-reference: Appendix 18-1.
18.2 A listee must take reasonable steps to ensure that directors are made aware of their
responsibility to notify the listee of any change to:
(a) any of the details set out in this Chapter 18 including the director's statement;
and
(b) any of the information disclosed by the listee in respect of the directors in the
listing particulars.
18.3 A listee must also take reasonable steps to ensure that a new director's statement is
disclosed for any director in respect of whom the listee is notified of a change under
Rule 18.2 within 5 business days of the listee becoming aware of the change.
18.4 APX may at any time require a listee to disclose a director's statement in respect of
any director.
Board changes – notification requirements
18.5 A listee must disclose any change to the board, including:
(a) the appointment of a new director;
(b) the resignation, removal or retirement of a director; and
(c) changes to any important functions or executive responsibilities of a director,
immediately and no later than the end of the business day following the decision or
receipt of notice about the change by the listee. No such notification is required where a
director retires and is re-appointed at a security holders' general meeting.
18.6 The disclosure required by Rule 18.5 must, unless the change is immediate, state the
effective date of the change. If the effective date is not yet known or has not yet been
determined:
(a) the disclosure must state that the effective date is not yet known or has not yet
been determined; and
(b) the listee must disclose when the effective date has been decided.
18.7 In the case of an appointment of a new director, the listee's disclosure must state:
(a) whether the new director is executive or non-executive; and
(b) the nature of any specific function or responsibility of the new director.
14 December 2015 97
18.8 Deleted.
Change of directors of listees that are companies
18.9 A listee which is a body corporate must hold an election of directors each year.
18.10 A director of a listee must not hold office (without re-election):
(a) subject to Rule 18.10(b):
(i) past the third annual general meeting following the director's appointment;
or
(ii) for more than 3 years,
whichever is longer;
(b) if the director was appointed by the board to fill a casual vacancy or as an addition
to the board, the director must not hold office (without re-election) past the next
annual general meeting of the listee.
This Rule 18.10 does not apply to the managing director, unless there are multiple
managing directors in which case only one managing director has the benefit of this Rule
18.10.
Termination benefits – listee obligations
18.11 A listee must ensure that no officer of the listee or any of its controlled entities will be
entitled to benefits if a change occurs in the shareholding or control of the listee or
controlled entity.
18.12 A listee must obtain the approval of members if an officer of the listee or any of its
controlled entities may be entitled to benefits if the aggregate value of those benefits of
all officers together exceeds 5% of the equity interests of the listee.
18.13 The notice of the meeting for an approval under Rule 18.12 must include a voting
restriction statement.
Directors payments
18.14 A listee that is a body corporate must not increase the total amount of directors' fees
payable by the listee or any of its controlled entities without the approval of the holders
of its ordinary securities. This Rule 18.14 does not apply to the salary of an executive
director. However, an executive director's salary or director's fees must not include a
commission on, or a percentage of, operating revenue.
18.15 The notice of the meeting for an approval of an increase in the total amount of directors'
fees under Rule 18.14 must include the amount of the increase, the maximum amount
that may be paid to the directors as a whole, and a voting restriction statement.
18.16 If a non-executive director is paid, he or she must be paid a fixed sum.
Example: The amount must not be calculated as commission on, or percentage of, profits or operating revenue.
14 December 2015 98
Disclosure of directors' interests – listee obligations
18.17 A listee must disclose the director’s interests of a director of the listee at the following
times:
(a) on the date a director is appointed (other than in circumstances where a director
retires and is reappointed in the same meeting);
(b) on the date of admission of the listee to the official list;
(c) on the date of any change to a director’s interest of a director of a listee; and
Cross-reference: Rule 12.21.
(d) on the date that a director ceases to be a director of the listee.
18.18 A listee must disclose the director’s interests set out in Rule 18.17 no later than 5
business days after the events prescribed in Rule 18.17.
Fees to the responsible entity
18.19 A listee that is a managed investment scheme must not increase the total amount of
fees payable by it or any of its controlled entities to the responsible entity or
management company without the approval of the holders of the listee's ordinary
securities.
18.20 The notice of the meeting for an approval of an increase in the total amount of fees under
Rule 18.19 must include the amount of the increase, the maximum amount that may be
paid to the responsible entity, and a voting restriction statement.
14 December 2015 99
19. MEETINGS
Chapter 19 sets out the requirements for meetings and notices which must be provided by a
listee.
19.1 Deleted.
Content of notice
19.2 If a Rule requires a notice of meeting to include information, that information may be in
the notice of meeting or accompany it.
Compliance with Rules
19.3 The approval of security holders is not effective for the purpose of these Rules unless
the notice of meeting includes everything that the relevant Rule requires it to include and
the listee complies with Rule 19.4.
19.4 If a listee states in a notice of meeting that it will do something that these Rules require it
to do, the listee must do that thing. If the thing is to be done by another person, the
listee must take all reasonable steps to ensure that the other person does it.
Scrutinising votes
19.5 If APX so requests, a listee must appoint its auditor, or another person selected with the
approval of APX, as scrutineer to decide the validity of votes cast at a general meeting
and whether the votes that should have been disregarded were disregarded.
Voting restriction statement
19.6 If a Rule requires a notice of meeting to include a voting restriction statement, the
notice of meeting must contain a statement to the following effect.
The listee will disregard any votes cast on a resolution by:
the (named) person (or class of persons) excluded from voting; and
an associate of that person (or those persons).
However, the listee need not disregard a vote if:
it is cast by a person as proxy for a person who is entitled to vote, in accordance
with the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person who is entitled to
vote, in accordance with a direction on the proxy form to vote as the proxy decides.
19.7 If a Rule requires a notice of meeting to include a voting restriction statement, the
persons excluded from voting must be named in the notice of meeting. The persons who
must be named are the following.
Rule Disregard votes cast by:
6.16 a person who may participate in the proposed issue of
securities
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Rule Disregard votes cast by:
6.18(b) a person who may participate in the proposed issue of
securities
6.19(b) a person who holds an option that is the subject of the
approval
6.19(c) a person who holds an option that is the subject of the
approval
8.5(i)(ii) a person who may participate in the proposed issue of
securities (subject to Rule 19.9)
8.6(h) a person who may participate in the proposed issue of
securities (subject to Rule 19.9)
8.6(i) a party to the agreement
8.8(f) a person who participated in the issue of securities (subject
to Rule 19.9).
9.8(a) and 9.8(c) a person whose shares are to be cancelled or liability
released or waived.
16.3 a person who may obtain a benefit, except a benefit solely in
the capacity of a security holder, if the resolution is passed
17.1 a person who may participate in the proposed issue
17.5 a director of the listee - in the case of a managed investment
scheme, the responsible entity – (except one who is
ineligible to participate in any employee incentive scheme in
relation to the listee) and, if APX has expressed an opinion
under Rule 17.4(c) that approval is required for participation in
an employee incentive scheme by anyone else, that person.
17.13 a party to the transaction to acquire or dispose of the asset
18.13 an officer of the listee or any of its controlled entities who is
entitled to participate in a termination benefit.
18.15 a director of the listee – in the case of a managed
investment scheme, the responsible entity.
18.20 a director of the listee – in the case of a managed
investment scheme, the responsible entity.
in all cases a person whose votes, in APX's opinion, should be
disregarded.
Example: APX may require the votes of a person who might
obtain a benefit if the resolution is passed, except a benefit
14 December 2015 101
Rule Disregard votes cast by:
solely in the capacity of a security holder, to be disregarded.
If APX does so before the notice of meeting is sent out, that
person must be named in the notice.
19.8 APX may identify to the listee a person whose votes, in its opinion, should be
disregarded despite the notice of meeting having been sent out. If so, the votes of that
person must also be disregarded.
Cross-reference: Rules 19.3 and 19.4.
19.9 Where Rule 19.7 refers to this Rule 19.9, a person acting solely in a fiduciary, nominee
or custodial capacity (Nominee) on behalf of beneficiaries who did not, or will not,
participate in the issue of securities may vote on the resolution provided the following
conditions are satisfied:
(a) the beneficiaries provide written confirmation to the Nominee that they did not, or
will not, participate in the issue of securities;
(b) the beneficiaries direct the Nominee to vote for or against the resolution;
(c) the Nominee does not exercise discretion in casting a vote on behalf of the
beneficiaries.
19.10 A notice of meeting must include a proxy form which provides:
(a) for the security holder to vote for or against each resolution. The proxy form may
also provide for the security holder to abstain from voting or to allow the proxy
discretion as to how to vote on each resolution;
(b) for the security holder to appoint proxies of the security holder's choice, but
may specify who is to be appointed as proxy if the security holder does not
choose a person to act as the security holder's proxy; and
(c) that a security holder may appoint the chairman of the meeting as the security
holder's proxy to vote as directed by the security holder or, if no direction is
given, as the chairman of the meeting determines even where the chairman of the
meeting is a person whose votes are to be disregarded under Rule 19.7. If the
chairman of the meeting is a person whose votes are to be disregarded, the proxy
form must contain a statement to the effect that a security holder must
acknowledge that they are aware that the chairman of the meeting is a person
whose votes are to be disregarded for the relevant item but that the security
holder intends to permit the chairman of the meeting, as the security holder's
proxy, to vote as the chairman of the meeting sees fit unless the security holder
provides specific direction as to how the votes are to be cast.
14 December 2015 102
20. TRANSFERS AND REGISTRATION
Chapter 20 sets out the requirements in relation to transfers and registration of transactions
on the APX market.
Securities register
20.1 A listee must maintain a securities register in accordance with the provisions of the Act
and the operating rules of an approved settlement facility that provides services to the
listee for the purpose of facilitating transfer of the listee's securities.
20.2 An international listee or an international exempt listee which has a certificated
register for listed securities must maintain in Australia a securities register.
20.3 A listee established in a jurisdiction whose laws have the effect that the listee's
securities cannot be approved under the operating rules of an approved settlement
facility, must provide a listee sponsored sub-register for depositary interests.
20.4 A listee must make arrangements that are acceptable to APX to facilitate the efficient
registration of transfers in relation to transactions on the APX market in the listee's
securities.
20.5 A listee must ensure that every office at which transfers of its securities may be lodged
for registration is open every business day. However, the office may be closed on a day
that is a gazetted bank or public holiday in the State or Territory in which the office is
located.
Listee sponsored sub-register
20.6 If a listee operates an listee sponsored sub-register:
(a) the listee must allow holders of securities on the sub-register to maintain more
than one holding on that sub-register, each treated separately and with a unique
identification number;
(b) when a listee creates a new holding on the listee sponsored sub-register, it
must allocate a unique identification number for that holding;
(c) a listee must send a security holder on the listee sponsored sub-register a
statement for a new holding on that sub-register, within 5 business days after the
holding is created. The statement must include the opening balance of the holding
and the unique identification number for the holding.
20.7 For the purpose of Rule 20.6(c), a new holding includes a holding that arises in any of
the following ways:
(a) a transfer;
(b) a call payment;
(c) a capital reorganisation;
(d) a conversion of a holding from a certificated holding to depositary interests;
(e) an allotment of securities to a new security holder or issue of depositary
interests to a new holder of depositary interests;
14 December 2015 103
(f) an allotment to an existing security holder of securities in a different class to any
class of securities already held, or an issue to an existing holder of depositary
interests of depositary interests over securities in a different class to the
underlying securities for depositary interests already held.
20.8 A listee must send each security holder on the listee sponsored sub-register a
routine transaction statement, setting out the changes to the holding since the last
transaction statement (or opening balance statement) and the unique identification
number for the holding. The listee must send the statement within 5 business days
after the end of the month in which there is a change, unless:
(a) the listee has already sent a routine transaction statement to the security holder
and there were no changes to the holding during the month except the changes
set out in that transaction statement; or
(b) all securities are moved into another holding and a routine transaction statement
for the other holding sets out the changes to both holdings.
20.9 For the purpose of Rule 20.8, a change includes a change that arises in any of the
following ways:
(a) a transfer;
(b) a call payment;
(c) a capital reorganisation;
(d) a conversion of certificated securities to uncertificated form or conversion of a
holding from a certificated holding to depositary interests;
(e) an allotment to an existing security holder of securities in the same class as a
class of securities already held or issue of depositary interests over securities
in the same class as the underlying securities for depositary interests already
held;
(f) securities ceasing to be held on the listee sponsored sub-register.
20.10 If a security holder on the listee sponsored sub-register asks, a listee must send the
security holder a transaction statement and the unique identification number for the
holding. The statement must set out any changes to the holding since the last routine
transaction statement. The listee must send the transaction statement within 3
business days after receiving the written request and any reasonable payment that is
required by the listee for the statement.
Transfers of securities
No interference with transfer of securities
20.11 Subject to Rule 20.12, a listee may not in any way prevent, delay or interfere with the
generation or registration of a transfer of listed securities.
20.12 Notwithstanding Rule 20.11, a listee may refuse to register a transfer, or may request
that an approved settlement facility prevent the transfer, in any of the following
circumstances:
(a) the listee has a lien on the securities under Rule 6.8;
14 December 2015 104
(b) the listee has been served with a court order that restricts the ability of the
security holder to transfer the securities;
(c) registration of the transfer may breach an Australian law and APX has given
written permission to the listee allowing it to refuse to register the transfer;
(d) the listee is allowed to refuse to register it under Rule 20.15;
(e) a law related to stamp duty prohibits the listee from registering it; or
(f) the transfer is in breach of the terms of an employee incentive scheme.
20.13 A listee must not require a statutory declaration or other document in connection with
ownership restrictions of its securities before it will register a transfer.
Written acknowledgement of refusal
20.14 A listee that refuses to register a transfer, or requests an approved settlement facility
to prevent the transfer, under Rule 20.12 must provide written notice of the refusal to the
lodging party together with the reasons for the refusal. The listee must do so within 5
business days of the date on which the transfer was lodged with it.
Reservation of securities
20.15 A listee must refuse to register a transfer if some or all of the securities involved are
reserved for an offeror because the holder of securities in the bid class has accepted
an offer under an off-market bid. However, the listee must register the transfer if the off-
market bid is not, or is no longer, subject to a defeating condition; and the transfer is to,
or at the direction of the offeror.
Cross-reference: Rule 20.11.
20.16 If an offer has been accepted, the listee must reserve the securities for the benefit of the
offeror if either of the following applies:
(a) the accepting offeror asks the listee to do so; or
(b) the offeror asks the listee to do so, and undertakes to inform the listee if the
takeover has lapsed because of a defeating condition, or if an acceptance is
lawfully withdrawn, as soon as practicable after that occurs.
Example: Z bids for all the securities in a listee. Y accepts for Y's securities. Z can, on giving the undertaking
in Rule 20.16(b) to the listee, reserve Y's securities so Y cannot sell them to a third person.
20.17 While the reservation remains in place, the listee must treat the holding balance of the
security holder that is available for transfer as reduced by the number of securities that
are reserved. The reservation remains in place until one of the following occurs:
(a) the takeover lapses because of a defeating condition;
(b) the acceptance is lawfully withdrawn;
(c) a transfer is registered in favour of the offeror; or
(d) a transfer is registered at the offeror's direction.
14 December 2015 105
Certificates
20.18 Rules 20.19 to 20.23 do not apply to a listee where the listee's securities are held in an
uncertificated form.
Certificates following a reorganisation
20.19 After a reorganisation of capital (in the case of a managed investment scheme,
interests), a listee that issues paper certificates must issue new certificates to holders of
securities on its register. The certificates must be a different colour from any earlier
certificates, showing the date on which the reorganisation became effective and
prominently display the following statement:
Issued after a reorganisation of capital (interests). This certificate replaces all previously
issued certificates.
20.20 The certificate must be sent no earlier than 5, and no more than 9, business days after
the date on which APX recognised the reorganisation. After the start of that period, the
listee must reject a transfer accompanied by a certificate issued before APX recognised
the reorganisation as not being in registrable form.
Cross-reference: Rules 20.12 to 20.14 and Rule 10.2.
20.21 When the certificate is sent, the listee must advise the security holder in writing each of
the following:
(a) the date the reorganisation took effect;
(b) the number of securities held by the security holder before and after the
reorganisation; and
(c) that previously issued certificates are no longer valid, and the security holder
should either return them to the listee or destroy them.
Replacement certificates
20.22 A listee that issues paper certificates may only issue a replacement certificate if it has
either received the certificate to be replaced and cancelled it; or received satisfactory
evidence that the original certificate has been lost or destroyed and not disposed of. It
must issue the replacement certificate within 3 business days after it receives the
original certificate or evidence.
20.23 A certificate replacing one which has been lost or destroyed must prominently display the
following statement:
Issued in replacement of certificate numbered: (number).
14 December 2015 106
20.24 Nothing in Rule 20.22 or 20.23 affects the operation of Rules 20.19 to 20.21.
Information to be given to option holders
20.25 A listee must advise a new option holder in writing of the exercise price and expiry date
of the option. If the information is not on the certificate or holding statement, the listee
must advise of that information within 5 business days of the certificate being sent.
Fees for registering transfers
20.26 A listee must not charge a fee for any of the following:
(a) registering transfers in registrable form;
(b) splitting certificates;
(c) renunciations;
(d) transfer forms;
(e) effecting transfers between registers without any change in beneficial ownership;
(f) issuing certificates and transmission receipts;
(g) noting transfer forms; and
(h) sending a security holder details of a change to the holding which arises from an
issue of securities or an acquisition of rights.
20.27 Notwithstanding Rule 20.26, a listee may charge a reasonable fee for any of the
following:
(a) issuing a certificate to replace one that is lost or destroyed;
(b) marking a transfer form, or marking a renunciation and transfer form, within 2
business days after the form is lodged; or
(c) a statement of transactions in a security holder's account issued by the listee at
the request of the security holder; or
(d) registering certificate based transfers in registrable form,
provided that it has notified APX of the amount of the fee at least 5 business days before
it proposes to charge the fee.
Compliance with Procedures
20.28 A listee that issues paper certificates must also comply with the Listing Rule
Procedures.
Cross reference: Listing Rule Procedure 20.28
14 December 2015 107
21. RESTRICTED SECURITIES
Chapter 21 sets out the rules with respect to restricted securities issued by a listee.
Restrictions on dealing
21.1 A restriction agreement during an escrow period may be enforced by the holder of
restricted securities and where the restricted securities are certificated, the
restriction agreement can be enforced by giving them to a bank or recognised trustee
to hold in escrow.
21.2 Where a listee does not issue paper certificates and settles through an approved
settlement facility, they are not bound by the provisions of this chapter that deal with
paper certificates.
Entry into restriction agreements and application of restrictions
21.3 A listee which issues restricted securities, or has them on issue, must enter into a
restriction agreement with the security holder and each controller. However, a
controller need not be a party to the agreement if any of the following applies:
(a) the value of the restricted security is less than 10% of the total assets of any of
the following:
(i) the holder of the restricted securities; or
(ii) an intermediate entity through which the controller has its interests.
(b) the holder or an intermediate entity through which the controller has its interests,
is one of the following:
(i) a listee or an entity listed on any other Australian exchange or foreign
exchange; or
(ii) a trustee or nominee.
(c) the holder is a person whose securities are restricted securities because of the
application of category 2, 4 or 6 of Appendix 21-2.
Note: The definition of restricted securities includes securities APX decides are restricted securities.
The holder of restricted securities cannot participate in a return of capital.
Cross-reference: Appendix 21-2.
21.4 A restriction agreement must be in accordance with Appendix 21-1, or as APX
requires in a particular case.
21.5 Subject to Rule 21.6, a listee which issues restricted securities, or has them on issue,
must apply the restrictions in Appendix 21-2 or other restrictions as APX, in its
discretion, decides.
21.6 Unless APX decides otherwise, the restrictions in categories 1, 2, 3, 4, 7, 8 and 9 of
Appendix 21 -2 do not apply in relation to any of the following listees:
(a) A listee that has a track record of profitability or revenue acceptable to APX; and
14 December 2015 108
(b) A listee that, in the opinion of APX, has a substantial proportion of its assets as
tangible assets or assets with a readily ascertainable value.
Timing
21.7 A listee must provide all restriction agreements to APX before any person gets the
restricted securities or any rights in relation to them are issued or transferred to or
received by the intended security holder or controller. This Rule 21.7 does not prevent
the person getting the right to receive restricted securities on condition that restriction
agreements are entered into.
Cross-reference: Appendix 21-1.
Enforcement
21.8 A listee must comply with, and enforce, a restriction agreement, and enforce its
constitution, to ensure compliance with the requirements for restricted securities.
Escrow of restricted securities
21.9 A listee must obtain and give to APX within 2 business days after the issue of
restricted securities one of the following undertakings:
(a) a bank's or recognised trustee's undertaking to hold the certificate of a
restricted security for the escrow period, and not release the certificate without
APX's written consent; or
(b) an undertaking from the provider of registry services to the listee to impose a
holding lock on a restricted security held on the issuer sponsored subregister,
and not release the holding lock without APX’s prior written consent.
Note: A holding lock is to have the meaning given to it in an approved settlement
facilities’ operating rules.
Changes of restrictions during escrow period
21.10 During an escrow period, the listee must not:
(a) amend an executed restriction agreement; or
(b) ask for, or agree to, release of a certificate held in escrow by a bank or
recognised trustee if a paper certificate is on issue.
Certificates for restricted securities
21.11 A listee that issues paper certificates must issue certificates for all restricted securities.
The certificate must state:
(a) that the securities are restricted securities;
(b) that the securities are not quoted on APX; and
(c) the date on which they will cease to be restricted securities.
14 December 2015 109
Deposit of the certificates for additional restricted securities
21.12 A listee must deposit new certificates for any additional restricted securities with the
bank or recognised trustee which holds the certificates for the initial restricted
securities. The listee must give APX an undertaking from the bank or recognised
trustee undertaking to hold the certificates for the additional restricted securities for the
escrow period, and not release the certificates without APX's written consent within 2
business days after additional restricted securities are issued.
Noting restricted securities in securities register
21.13 A listee must identify in its securities register any securities that are restricted
securities.
Requirement for APX’s consent to sale of restricted securities in a takeover or merger
21.14 To enable the holder of restricted securities to accept an offer under a takeover (other
than a scheme of arrangement) or to enable restricted securities to be transferred or
cancelled as part of a merger by way of a scheme of arrangement, APX may consent to
the bank or recognised trustee releasing the certificates.
Conditions for consent to sale of restricted securities in a takeover or merger
21.15 APX will not consent under Rule 21.14 unless, to the extent to which they are applicable,
all of the following conditions are met:
(a) in the case of a takeover (other than a scheme of arrangement);
(i) the offers are for all of the ordinary securities and, if the restricted
securities are not ordinary securities, all the securities in the same class as
the restricted securities;
(ii) holders of at least half of the securities that are not restricted securities
to which the offers relate have accepted;
(iii) if the offer is conditional, the offeror and the security holder agree in
writing that the certificates will be returned to the bank or recognised
trustee, for each restricted security that is not bought by the offeror
under the offer; and
(b) in the case of a merger by way of a scheme of arrangement, the security holder
and the listee in which the restricted securities are held agree in writing that the
certificates will be returned to the bank or recognised trustee, if the merger does
not take effect.
14 December 2015 110
22. SANCTIONS
Chapter 22 sets out APX powers to issue sanctions against a listee which breaches these
Rules and/or the Act.
Sanctions
22.1 If APX finds that a listee has breached these Rules, it may do one or more of the
following:
(a) privately censure the listee;
(b) publicly censure the listee and publicise the censure;
(c) refer the matter to ASIC (this Rule 22.1 does not affect any legal obligation, on the
part of APX, to notify ASIC);
(d) suspend or end quotation of the listee's securities, or any class thereof;
(e) remove a listee from the official list; or
(f) impose fines on the listee, up to a maximum set out in the Listing Rule
Procedures for each breach of the Rules.
22.2 If APX intends to impose any sanction in accordance with Rule 22.1, then:
(a) if necessary to ensure the maintenance of a fair, orderly and transparent market,
APX may impose the sanction immediately and notify the listee concerned as
soon as practicable after the event including notification of their right to refer the
decision to the Review Panel for review; or
(b) unless paragraph(a) applies, before imposing a sanction, APX must notify the
listee of the basis for the sanction it intends to impose and provide the listee with
an opportunity to make written submissions in relation to the proposed sanction. If
APX has not received written submissions from the listee within 5 business days
or such other time as the parties may agree, then the listee is deemed to have
waived its right under these Rules to make a submission.
Decisions of APX binding on the listee
22.3 Subject to the right of a listee to request a review under Rule 22.4, any determination
made by APX under this Chapter 22 is binding on the listee.
Listee's right to review
22.4 A listee may request that a decision made or penalty imposed by APX under these
Rules, including this Chapter 22 be reviewed by a Review Panel in accordance with
Chapter 24.
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23. RULE ENFORCEMENT PROCEEDINGS - SPONSORS
Chapter 23 sets out APX powers to issue sanctions against a sponsor which breaches these
Rules and/or the Act.
Notice to sponsor of an alleged breach
23.1 APX must, before making a determination that a sponsor has breached any relevant
Rule (or referring an alleged breach to a Review Panel for determination under Rule
24.6), give the sponsor a notice that:
(a) identifies the Rule which is alleged to have been breached by the sponsor and the
circumstances of the alleged breach; and
(b) details of the reasons why those circumstances give rise to a breach of the Rules.
APX must provide the sponsor with a reasonable opportunity (and in any event, not less
than 5 business days) to respond to the allegation and make any submission to APX
which the sponsor wishes to make in respect of the alleged breach (including in relation to
the imposition of any penalty or sanction).
23.2 After making a determination that a sponsor has breached any relevant Rule but before
notifying the sponsor under Rule 23.3 that it has imposed one or more penalties or
sanctions set out in Rule 23.6, APX must provide the sponsor with a reasonable
opportunity (and in any event, not less than 5 business days) to respond to make any
submission to APX which the sponsor wishes to make in respect of the imposition of any
penalty or sanction for the relevant breach.
Enforcement action by APX
23.3 If APX determines that a sponsor has breached any of its obligations under these Rules
then APX may, by written notice to the sponsor, notify the sponsor of that determination
and impose one or more penalties or sanctions set out in Rule 23.6.
23.4 A notice issued by APX under Rule 23.3 is required to contain the following details:
(a) the Rule that APX has determined has been breached by the sponsor;
(b) the information that resulted in APX determining that the sponsor breached the
relevant Rule and the reasons in support of the determination;
(c) the penalty and/or sanction (if any) to be imposed by APX; and
(d) the sponsor's right to request a review of the decision by a Review Panel.
14 December 2015 112
Agreed outcomes
23.5 APX may, by agreement with a sponsor, impose one or more penalties or sanctions set
out in Rule 23.6 in relation to a breach of these Rules or alleged breach of the Rules.
Penalties and sanctions
23.6 Where APX, under Rule 23.3, or a Review Panel under Rule 24.15 or 24.16, determines
that a sponsor has breached these Rules, APX or the Review Panel (as the case may
be) may impose one or more of the following penalties and/or sanctions:
(a) privately or publicly censure the sponsor;
(b) impose a fine on the sponsor (up to the maximum amount specified in the Listing
Rule Procedures);
(c) require the sponsor to undertake remedial action as specified by APX;
(d) direct the sponsor to pay the reasonable costs of APX of any investigation by
APX under the Rules in respect of the sponsor;
(e) if applicable, direct the sponsor to pay the reasonable costs of the Review Panel
of conducting the review;
(f) terminate the admission of the sponsor; or
(g) any other penalty specified in the Listing Rule Procedures.
23.7 Any fine imposed on a sponsor must be paid to APX within 30 days of the notification of
the fine by APX or the Review Panel (as the case may be). Failure to pay a fine within
this time period is a breach of this Rule.
Other default powers of APX
23.8 If APX considers that circumstances exist which have or may have a material adverse
effect on the sponsor's ability to meet its obligations under these Rules then APX may,
after giving written notice to the sponsor of its intention to rely on this Rule 23.6,
14 December 2015 113
immediately take any action it considers appropriate, including to suspend, restrict or
terminate the admission of the sponsor.
23.9 If a sponsor's admission is terminated under Rule 23.6(f) or 23.8, then the sponsor will
only be re-admitted with the written approval and authorisation of APX.
Decisions of APX binding on the sponsor
23.10 Subject to the right of a sponsor to request a review by the Review Panel, any
determination made by APX under Rule 23.3, 23.6 or 23.8 is binding on the sponsor.
Sponsor's right to review
23.11 A sponsor may request that a decision made by APX under Rule 23.3 or 23.8, or a
penalty or sanction imposed under Rule 23.6, be reviewed by a Review Panel in
accordance with Chapter 24.
Register and announcement of decisions
23.12 Subject to Rule 23.13, APX may publicly announce a decision by it once the period for
the request of a review of that decision has expired.
23.13 APX may publicly announce any action taken under Rule 23.8 immediately.
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24. REVIEW PANEL
Chapter 24 sets out the role and powers of the Review Panel with respect to APX
enforcement determinations and APX decisions in respect of listees and sponsors.
Matters that may be reviewed
24.1 A reference in this Chapter 24 to:
(a) an APX enforcement determination is to a decision by APX under:
(i) Rule 23.3 (enforcement action) or 23.6 (penalties and sanctions) in
respect of a sponsor; and
(ii) Rule 22.1 (sanctions) in respect of a listee;
(b) an APX decision is to a decision by APX under these Rules including a decision
under Rule 26.7 (waivers) but not including:
(i) an APX enforcement determination; or
(ii) a decision by APX under Chapter 3 not to grant an application by a
person to be a sponsor; or
(iii) a decision by APX under Chapter 4 not to admit an applicant to the
official list.
24.2 A sponsor or listee the subject of an APX enforcement determination or affected by
an APX decision may request that determination or decision be reviewed by a Review
Panel by giving APX notice of the request to APX in accordance with the Listing Rule
Procedures.
24.3 If a sponsor or listee gives APX notice of a request under Rule 24.2 for a review by a
Review Panel of an APX enforcement determination or APX decision, APX must
establish a Review Panel to review that determination or decision.
24.4 Any reference to listee in Rules 24.5 to 24.24 will be taken to include a sponsor that has
given APX notice of a request under Rule 24.2.
24.5 A listee must comply with the Listing Rule Procedures in respect of any request by the
listee for the review by a Review Panel of an APX enforcement determination or APX
decision. The listee must also pay the fee (if any) set out in Fee Schedule in respect of
such a request.
Referral by APX of a matter to the Review Panel
24.6 APX may refer an alleged breach of these Rules to the Review Panel for determination
without first making an APX enforcement determination itself. APX must comply with
Rule 22.2 or 23.1 before doing so, and must give the Review Panel a copy of the notice
given by APX to the listee under Rule 22.2 or 23.1 (as applicable), and a copy of any
response provided by the listee to that notice.
Conduct of Review Panel Proceedings
24.7 The Review Panel must comprise members and carry out proceedings in accordance
with the Listing Rule Procedures.
14 December 2015 115
24.8 A Review Panel is bound by and must enforce the provisions of these Rules.
24.9 Unless otherwise specified in the Listing Rule Procedures, a review by the Review
Panel of an APX enforcement determination is to be conducted as a hearing de novo.
24.10 Unless otherwise specified in the Listing Rule Procedures a review by the Review
Panel of an APX decision is to be conducted as a review to determine whether or not
the APX decision was made in accordance with the powers and obligations conferred on
APX by these Rules.
24.11 Either party may notify the Review Panel within the time period specified in the Listing
Rule Procedures that an oral hearing is necessary to establish all of the relevant facts
and request an oral hearing in accordance with the Listing Rule Procedures.
24.12 Unless a request under Rule 24.11 is made within the relevant time period, proceedings
of the Review Panel will take place by way of the consideration of documents submitted
by the parties with no oral hearing.
24.13 Any oral hearing by a Review Panel is to be conducted in private.
24.14 If a Review Panel is established under this Chapter 24, APX and the listee may submit
to the Review Panel for its consideration a proposed agreed outcome in relation to a
matter referred to the Review Panel under Rules 24.3 or 24.6. A Review Panel is not
bound to accept the agreed outcome proposed.
Determinations of a Review Panel
24.15 A Review Panel may affirm, vary or set aside an APX enforcement determination, and
may substitute an APX enforcement determination of APX with its own determination.
24.16 Without limiting Rule 24.15, a Review Panel may set aside, reduce or increase any
penalties or sanctions imposed by APX pursuant to an APX enforcement determination
or impose different or additional penalties or sanctions to those (if any) imposed by APX.
24.17 If the Review Panel decides that an APX decision was not made in accordance with the
powers and obligations conferred on APX by these Rules, the Review Panel may either:
(a) decide, notwithstanding that the APX decision was not made in accordance with
the powers and obligations conferred on APX by these Rules to affirm the APX
decision; or
(b) remit the subject matter of the APX decision to APX for further consideration by
APX in accordance with any direction given by the Review Panel. APX may
following such further consideration either affirm, vary or set aside the relevant
APX decision.
24.18 Where a matter has been referred to the Review Panel by APX under Rule 24.6 the:
(a) Review Panel may exercise any of the powers that APX has under Rule 22.1 or
23.6 (as the case may be);
(b) conduct of Review Panel proceedings must otherwise be in accordance with this
Chapter 24; and
(c) listee may by notice in writing request a review of the decision by the Review
Panel within the period specified in the Listing Rule Procedures. If the listee
requests such a review, the provisions of this Chapter 24 apply to that review,
14 December 2015 116
except that APX must establish a Review Panel to review the decision which
consists of different members to the Review Panel which made the decision the
subject of the review.
24.19 A Review Panel must make its decision free of bias, give the listee and APX a fair
hearing, and must in all other respects observe the rules of procedural fairness.
24.20 A decision of a Review Panel is binding on the listee and APX.
24.21 A Review Panel must notify APX and the listee of:
(a) its decision (including the penalties and sanctions (if any) imposed by it); and
(b) the reasons for its decision,
as soon as reasonably practicable. In any event, a notification by the Review Panel under
this Rule 24.21 must be given within 10 business days of the conclusion of its review or
decision.
24.22 A Review Panel may order that APX refund the fee (if any) paid by the listee under Rule
24.5 if the Review Panel:
(a) sets aside the relevant APX enforcement determination (or part of it, such as
any penalties or sanctions imposed); or
(b) varies the relevant APX enforcement determination (or part of it, such as any
penalties or sanctions imposed ) in the manner requested by the listee;
(c) remits the subject matter of the relevant APX decision to APX for further
consideration by APX in accordance with any direction given by the listee; or
(d) the Review Panel otherwise considers it appropriate.
24.23 APX must publish the decisions of the Review Panel in respect of the review of APX
enforcement determinations on the APX website.
24.24 A party to Review Panel proceedings must keep confidential the subject matter of any
proceedings of the Review Panel and must not use or disclose any confidential
information provided to it in the proceeding, except:
(a) to the extent disclosed by APX in the publication of a decision under Rule 23.13 or
24.23;
(b) as permitted under these Rules;
(c) as required by law; or
(d) for disclosure by a party to the Review Panel proceedings of the proceedings to its
advisers on a confidential basis.
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25. FEES
Chapter 25 sets out the details of a listee's obligation to pay fees for admission and
quotation on the APX market and other circumstances when fees are payable. The scale of
fees and other related matters are published separately.
Fees for quotation
Listee to pay fees for admission
25.1 An applicant seeking admission to the official list and quotation of securities must pay
the fees set and published by APX in its Fee Schedule. It must do so when, and in the
manner that, APX specifies.
Refund if listee is not admitted
25.2 If an applicant's application for admission to the official list is not accepted, APX will
refund an amount as set and published by APX.
Fees under Rule 16.3 - Proposed change to nature or scale of activities
25.3 If APX applies Rule 16.3 and requires compliance with Chapters 4 and 5, a listee must
pay the fees as set out in the Fee Schedule.
Fees for quotation of additional securities
25.4 A listee must pay the fees for quotation of additional securities, as set out in the Fee
Schedule. It must do so when, and in the manner which, APX specifies. Other than
under Rule 25.8, no fee is payable in respect of:
(a) the quotation of securities following the conversion of listed securities; or
(b) the re-quotation of forfeited securities after they have been sold, or redeemed by
the former security holder.
Cross-reference: Rules 5.16 to 5.17.
Employee incentive schemes
25.5 APX may invoice a listee for securities issued under an employee incentive scheme
once every 6 months, or if the listee pre-pays the minimum fee for quotation of
additional securities and is invoiced for a further pre-payment of the minimum fee once
the amount pre-paid is used.
Cross-reference: Rule 5.22.
Annual fees
Listee to pay annual fee
25.6 A listee must pay an annual fee as set out in the Fee Schedule. It must do so when,
and in the manner which APX specifies.
Cross-reference: Rule 14.10.
14 December 2015 118
Refund if listee is removed on request or after takeover
25.7 If a listee is removed from the official list before the end of the first half of the year for
which the annual fee is payable, APX will, on application, refund half of the annual fee
paid, if:
(a) the removal is at the request of the listee; or
(b) the removal is under Rule 14.7 or 14.8.
Additional fees
25.8 A listee must pay additional fees as set in the Fee Schedule. It must do so when, and in
the manner which APX specifies.
Calculation of Fees
25.9 A fee calculated by reference to the value of securities, is calculated by reference to the
value as set and published by APX.
25.10 A fee calculated by reference to listed securities is calculated as if listed securities
include each of the following:
(a) securities for which quotation has been granted, even if quotation has been
deferred, suspended or subject to a trading halt; and
(b) forfeited securities which have not been cancelled.
GST, duties and other taxes
25.11 All fees and other charges to be paid or which are payable by a sponsor or listee to APX
under these Rules are stated exclusive of GST.
25.12 If GST is or will be payable on a supply made by APX under or in connection with these
Rules:
(a) the consideration otherwise provided for that supply is increased by the amount of
applicable GST; and
(b) the recipient must make payment of the increase as and when the consideration
otherwise provided for, or relevant part of it, must be paid or provided, subject to
the issue of a tax invoice (except where Rules 25.16 to 25.20 apply).
25.13 The right of a sponsor or listee to recover any amount of GST from APX is subject to:
(a) the sponsor or listee first providing evidence satisfactory to APX that it is
registered for GST; and
(b) except where Rules 25.16 to 25.20 apply, the sponsor or listee issuing the
relevant tax invoice or adjustment note to the recipient within 4 years of the
sponsor’s or listee's liability to that GST arising.
25.14 Each sponsor or listee is liable for all stamp duty and other duties or taxes that may arise
in respect of any services provided by APX under the Rules to it and must indemnify APX
against a liability for any duties or taxes which so arises.
14 December 2015 119
25.15 APX may set off any such taxes referred to in Rule 25.14 against any monies which APX
owes to the sponsor or listee.
Recipient created tax invoices
25.16 For supplies made under Rule 25.12 for which GST is payable by a sponsor or listee,
APX will, if and while it meets the requirements of the GST Law (as defined in the A New
Tax System (Goods and Services Tax) Act 1999 (Cth)) to do so, issue recipient created tax
invoices.
25.17 APX, sponsors and listees acknowledge that Rules 25.16 to 25.20 constitute a written
agreement to issue recipient created tax invoices between the sponsor or listee on whose
behalf the recipient created tax invoice is issued and APX, as the entity issuing the
recipient created tax invoice.
25.18 APX warrants that it is registered for GST and will notify the sponsor or listee if it ceases
to be registered.
25.19 Each sponsor and listee on whose behalf a recipient created tax invoice is issued:
(a) warrants to APX that it is registered for GST and will notify APX if it ceases to be
registered; and
(b) indemnifies APX against any loss resulting from the sponsor or listee not being
registered for GST.
25.20 A sponsor or listee will not issue a tax invoice or adjustment note for supplies that it
makes to APX in respect of which APX will issue a recipient created tax invoice.
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26. GENERAL
Chapter 26 sets out rules with respect to the provision of notices under these rules, the
grant of waivers by APX, and the power of APX to prescribe Procedures with respect to
these Rules.
Notices and documents given to APX
Notice under or in connection with these Rules
26.1 (a) Any notice submitted in connection with these Rules must be in English, in writing
and may be sent or delivered in person, by courier, by facsimile transmission, by
certified, registered, pre-paid or normal mail, by electronic messaging systems or
by email to the recipient's registered office or principal place of residence or
business or facsimile number or email address notified for the time being or at
such other address as may be notified for the purpose of the service of notices.
(b) Each listee must submit to APX, and maintain at all time, an email address to
which notices may be sent under these Rules.
(c) A listee is responsible for the accuracy of each document submitted by the listee
to APX. Without limitation, a listee is responsible for errors contained in its
document and is responsible for a document originating from the listee which is
submitted in error or without the authority of the listee.
(d) If a listee submits a document to the APX Announcements Office for disclosure
purposes, that document is deemed for all purposes under these Rules to have
been submitted by or with the knowledge and authority of the listee and the listee
is responsible for that document.
26.2 The time that the document is to be treated as being given to a recipient is as follows:
(a) if it is delivered, the time of delivery;
(b) if it is posted, on the second business day after posting;
(c) if it is faxed, when the fax is received. A successful fax transmission report is
sufficient proof of the time of receipt; or
(d) if it is emailed, when it is received by the recipient’s server.
APX to be advised in writing
26.3 If a Rule requires an applicant, listee or sponsor to advise APX of something, the
applicant, listee or sponsor must advise APX in writing.
Documents the property of APX
26.4 (a) A document submitted to APX by an applicant or listee, or on its behalf, becomes
and remains the property of APX to deal with as it wishes, including copying,
storing in a retrieval system, transmitting to the public, and publishing any part of
the document and permitting others to do so. The documents referred to in this
Rule 26.4 include a document submitted to APX in support of a listing application
or in compliance with these Rules.
14 December 2015 121
(b) All information provided by or on behalf of a listee to APX under these Rules must be protected against any unauthorised use, release or disclosure by APX putting into place and maintaining all reasonable protective measures.
(c) Under this Rule 26.4, if information provided to APX by a listee is used, released or disclosed in the following circumstances, that use, release or disclosure will not be unauthorised:
(i) if at the time the information was submitted, used, released or disclosed to or by APX, it was in the public domain;
(ii) in circumstances when the use or release occurred in accordance with the terms of a reciprocal arrangement;
(iii) the information was used or released to monitor or to provide for the adjudication of matters relating to compliance and/or the enforcement of these Rules;
(iv) a law or order of a court, tribunal, authority or regulatory authority required APX to use, release or disclose the information;
(v) the information was released by APX to ASIC, the Reserve Bank of Australia, the Australian Prudential Regulatory Authority, another stock exchange or financial market (in Australia or elsewhere), an approved settlement facility or any governmental agency or regulatory authority in circumstances where either the relevant body requests APX to release the information to it or where APX considers that release to that body is appropriate, having regard to the proper exercise of its powers that relate to:
a. the fair, orderly and transparent trading of quoted securities and/or the settlement of securities transactions; or
b. the good governance and order of listees;
(vi) the information is required to be released by APX to any dispute resolution body operating an external dispute resolution scheme approved by ASIC under the Act;
(vii) the information was required to be provided under these Rules or the Act for disclosure;
(viii) the information was disclosed via the APX Announcements Office; or
(ix) in circumstances where the use, release or disclosure occurred in accordance with these Rules.
(d) Nothing in Rule 26.4 limits the use, release or disclosure of the information as
permitted by these Rules, the law or consented to by the person providing the information.
Form of document
26.5 A document disclosed to the APX Announcements Office must be on the listee's
letterhead, unless a form prescribed by these Rules or an Australian law is used. The
document or form must be dated and authorised by an identified, authorised officer of the
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listee. If a document cannot conveniently be put in letter form, the listee must disclose
a covering letter with it.
Note: All documents, including material contracts as part of a listing application or documents that relate to
disclosures made under the Rules, are to be provided to APX in English. If the original document was prepared
and executed in another language, APX requires the original document to be accompanied by a full translation of
that document in English.
Should there be an inconsistency between the English and non-English version of a document, APX will rely upon
the English version as the document which prevails to the extent of any inconsistency.
Cross-reference: Rule 1.21.
26.6 If a document is not for public release, the listee must prominently mark the document to
make that clear. However, information in a document that is marked as not for public
release may be released by APX to the APX market. If the document is released to the
market, APX will inform the listee of its release.
Example: A document marked on the front page 'not for public release' meets this requirement.
Waivers
26.7 APX may grant a waiver of one or more Rules or part of a Rule as it considers
appropriate.
APX may grant a waiver at the request of an applicant, listee or sponsor or other person
or of its own accord. Any request for a waiver must be in writing.
A waiver may be expressed to apply to an applicant, listee or sponsor or other person or
class of persons.
26.8 A waiver may be granted subject to one or more conditions and may be expressed to
apply during a specified period or while certain circumstances exist.
If a waiver is expressed to be subject to conditions, the waiver is effective only if all of the
conditions are complied with, unless the waiver expressly provides otherwise. Failure to
comply with a condition is a contravention of this Rule, unless the waiver expressly
provides otherwise.
If a waiver is expressed to apply only during a specified period or while certain
circumstances exist, the waiver is only effective during that period or while those
circumstances exist.
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26.9 APX may withdraw a waiver at any time.
26.10 APX will publish all waivers in accordance with the Listing Rule Procedures.
26.11 APX may decide to take no action in relation to a breach of a Rule. If APX takes no
action, it is not a waiver of the Rules.
APX varying and revoking decisions
26.12 Any decisions of APX pursuant to these Rules are conclusive and binding on an
applicant, listee and sponsor.
26.13 APX may at any time and in any way vary or revoke a decision in any way, or revoke it.
It may do so at the request of the listee or of its own accord.
26.14 The variation or revocation of a decision by APX takes effect from the date on which APX
notifies the listee. However, if the initial decision was based on materially incorrect or
incomplete information, APX may retrospectively vary or revoke the decision with effect
from the date it was made.
Listing Rule Procedures
26.15 APX may from time to time prescribe written Listing Rule Procedures:
(a) relating to the operations of the APX market;
(b) relating to the conduct of the applicants, listees and sponsors;
(c) relating to corporate governance requirements applicable to listees or classes of
listees;
(d) for any other purposes as APX sees fit.
26.16 If a Rule requires compliance with a Listing Rule Procedure, then failure to comply with
the Listing Rule Procedure is a breach of that Rule.
26.17 The Listing Rule Procedures (and the Appendices to the Listing Rules) do not form
part of these Rules.
26.18 The Listing Rule Procedures may be amended by APX from time to time and APX will
notify applicants, listees and sponsors of the amendment before the amendment takes
effect.
26.19 To the extent of any inconsistency between these Rules and the Listing Rule
Procedures, these Rules will prevail.
26.20 If substantive amendments to the Listing Rule Procedures are required, APX will,
subject to Rule 26.22, consult with listees regarding the proposed amendments (by
circular) at least four weeks before the amendments are to become effective.
26.21 APX will begin the substantive amendment consultation process referred to in Rule 26.20
by notifying listees (by circular) of the proposed amendments, and listees will then be
14 December 2015 124
given an opportunity to comment. APX will consider comments received from listees
before the amendments are finalised and implemented.
26.22 The consultation process will not apply to amendments that:
(a) are not substantive;
(b) relate to changes to the trading system that are notified in advance to the market;
and
(c) must be implemented as a matter of urgency.
Recording of telephone conversations
26.23 APX may record all telephone conversations to or by APX for internal training, quality
control and market integrity purposes.
Note: Refer to the Telecommunications (Interception and Access) Act 1979 (as amended from time to time).
Limitation of liability of APX
26.24 To the maximum extent permitted by law and subject to Rules 26.26 and 26.27, APX and
its subsidiaries, and their respective directors, officers, employees, contractors and
agents (each an APX person), will have no obligation or liability of any kind to a sponsor
or listee, or to any client of a sponsor or security holder of a listee in respect of any
loss or damage (including consequential loss or damage) or expense (including legal
expenses) which may be suffered, incurred or which may arise directly or indirectly, in
relation to any supply of services or goods, or of a sponsor’s or listee’s use of or
inability to use any APX system, or in respect of a failure, error or omission on the part of
APX or any of its subsidiaries, including any loss or damage in respect of:
(a) the results of trading on the APX market, or the suspension, interruption,
cancellation or closure of trading on the APX market;
(b) any inoperability or malfunction of equipment, software or any other product
supplied to a sponsor or listee, or in respect of its installation, maintenance or
removal;
(c) the exercise by APX of a decision making power under these Rules;
(d) the APX website; and
(e) the suspension, interruption or closure of the APX Announcements Office;
whether such loss or damage is caused wholly or partially by negligence on the part of any
APX person.
26.25 To the maximum extent permitted by law, each APX person excludes all conditions and
warranties implied by statute, common law, equity, or common practice.
26.26 To the maximum extent permitted by law, the liability of any APX person for breach of
any statutory condition directly or indirectly arising out of the performance of the contract
constituted by these Rules is limited to either of the following at the discretion of APX:
(a) in the case of goods:
(i) the replacement of the goods; or
14 December 2015 125
(ii) the repair of the goods;
(b) in the case of services:
(i) the re-supply of the services;
(ii) the payment of the cost of having the services re-supplied; or
(iii) the unilateral termination of the supply of the services accompanied with a
pro-rata refund of any payment of fees or charges rendered.
26.27 Nothing in Rules 26.24 to 26.26 excludes any liability to the extent that:
(a) such liability may not be excluded under any state or other law;
(b) such liability arises from a condition or warranty by or contained in statute or other
law; or
(c) it would cause any part of any of those Rules to be void.
APX Indemnities
26.28 Without limiting any other indemnities given under these Rules, each sponsor and listee
must (on the basis of joint and several liability where applicable) irrevocably and
unconditionally indemnify and hold harmless each APX person from and against all
losses (whether or not realised), liabilities (including contingent liabilities), damages and
costs (including legal costs and expenses of those indemnified on a solicitor/client basis)
and any other expenses, arising from any proceedings, actions, claims or demands which
may be made or brought against, or reasonably suffered or incurred by, an APX person
and which arise directly or indirectly, out of, or in connection, with any of the following
events (including as a result of any action, or lack of action, by an APX person in respect
of each event):
(a) a breach by a sponsor or listee of its obligations under these Rules;
(b) any wilful, unlawful or negligent act or omission by a sponsor or listee;
(c) the sponsor or listee becomes insolvent;
(d) the sponsor or listee ceases to carry on its business as a sponsor or listee;
(e) an investigation into the affairs of the sponsor or listee, or a related party of the
sponsor or listee, commences under the Act (or the laws of an overseas
jurisdiction);
(f) an investigator (however described) is appointed to conduct an investigation into
the affairs of the sponsor or listee, or a related party of the sponsor or listee,
under the Act or the laws of an overseas jurisdiction; or
(g) any of:
(i) the sponsor or listee granting access to the APX website to any person;
or
(ii) the use of the APX website by any person;
14 December 2015 126
regardless of whether such access or use was authorised by the sponsor or
listee.
26.29 The benefit of Rules 26.24 to 26.28 is held by APX on trust for each other APX person
and APX may enforce that benefit on their behalf.
Exercise of APX powers
APX not bound by previous action or inaction
26.30 Any action taken or not taken by APX under any Rule does not prevent APX from taking,
or restrict APX's ability to take, any other action to enforce, or pursuant to, that Rule or
any other Rule, even if that enforcement or action relates to the same or similar
circumstances or conduct.
Exercise and delegation of APX functions and powers
26.31 Unless the contrary intention appears:
(a) functions or powers conferred on APX by or under these Rules may be exercised
by resolution of the board of APX or by any authorised delegate of APX; and
(b) APX may delegate, either generally or as otherwise provided by the terms of
delegation, any of the functions and powers of APX to any officer or employee of a
person carrying out functions for or on behalf of APX.
26.32 Where APX delegates any of its functions or powers to one or more officers or persons in
accordance with Rule 26.31, those delegates may sub-delegate such of the delegated
functions or powers, unless the terms of the delegation by APX provides otherwise.
26.33 If any function or power is delegated:
(a) the delegation does not prevent the performance or exercise of the function or
power by APX, as the case requires;
(b) performance or exercise by the delegate of the function or power is taken to be
performance or exercise by APX, as the case requires; and
(c) where the performance or exercise depends upon the opinion, belief or state of
mind of APX, as the case requires, the function or power may be performed or
exercised by the delegate upon the opinion, belief or state of mind of the delegate.
APX discretion and references to APX considers “appropriate”
26.34 If a Rule provides that APX may act in a manner which APX considers "appropriate",
APX is to have regard to its obligations, duties, powers and discretions as the holder of
an Australian market licence under Part 7.2 of the Act in deciding whether or not to act,
and how to act.
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27. ADDITIONAL CONTINUING OBLIGATIONS FOR OIL & GAS LISTEES
Chapter 27 sets out the additional disclosure requirements for oil & gas listees.
General rules for disclosure of oil and gas activities
Requirements for all disclosures
27.1 A disclosure by a listee that includes a statement about petroleum resources, including
estimates of petroleum reserves, contingent resources or prospective resources, must
be prepared in accordance with:
(a) the Reporting Standard; and
(b) this Chapter 27.
Note: This Rule is not confined to disclosures solely under this chapter 27, and applies to all disclosures,
including security offer documents, information memoranda, bidder’s and target’s statements, annual reports,
financial statements, technical papers, presentations, website content and disclosures under other chapters of
the Rules.
To ensure consistency of its disclosures, a listee should be mindful of the table format for disclosure of petroleum
resources set out in Appendix 27-1.
Cross-reference: Guidance Note 5.
27.2 Where a disclosure by a listee does not meet a non-mandatory requirement contained in
the Reporting Standard, the listee must provide in its disclosure a statement as to how
and why its disclosure differs from the non-mandatory requirement contained in the
Reporting Standard.
Note: Rule 27.1(a) requires listee’s to fully comply with all requirements set out in the Reporting Standard. APX
also expects listee’s to fully comply with all non-mandatory requirements set out in the Reporting Standard. In
circumstances where a listee departs from a non-mandatory requirement in the Reporting Standard, the listee is
required by Rule 27.2 to clearly disclose how and why it does not comply with the non-mandatory requirement.
27.3 A listee must disclose petroleum resources in the most specific resource class that the
petroleum resources can be classified under the Reporting Standard.
Note: The specific classes for petroleum resources are identified in section 1.1 of the Reporting Standard.
27.4 A disclosure that includes estimates of petroleum reserves, contingent resources or
prospective resources must:
(a) clearly identify whether the deterministic estimation method or probabilistic
estimation method was used in preparing the estimates;
(b) identify the evaluation date;
(c) not relate to pure service contracts; and
(d) if units of equivalency between oil and gas are used, include the conversion factor
used to convert:
(i) gas to oil, where the estimates relate to BOEs; and
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(ii) oil to gas, where the estimates relate to McfGEs.
Note: To ensure consistency of its disclosures, a listee should be mindful of the table format for disclosure of
petroleum reserves, contingent resources and prospective resources set out in Appendix 27-1.
27.5 If total petroleum initially-in-place, estimated ultimate recovery or discovered
petroleum initially-in-place are disclosed by a listee, all of the following information,
where applicable, must be prominently and proximately, included in the disclosure:
(a) an estimate of petroleum reserves;
(b) an estimate of contingent resources;
(c) an estimate of prospective resources; and
(d) whether and how each class of resource was adjusted for risk.
Geophysical surveys
27.6 A disclosure by a listee on any geophysical survey in relation to petroleum must include
the name of the survey, its nature and its status, and the permit under which the survey is
being conducted.
Exploration and drilling
27.7 A listee disclosing material exploration and drilling information in relation to petroleum
resources must ensure the disclosure contains:
(a) the name, type and location of the well(s);
(b) the details of the permit or lease in which the well is located, including land tenure
status;
(c) the listee’s working interest in the well;
(d) the net pay thickness, where the gross pay thickness is disclosed in relation to an
interval of conventional resources;
(e) the geological rock type of the formation drilled;
(f) the depth of the zones tested;
(g) the types of, and duration of, the test(s) undertaken;
(h) the petroleum phases recovered in the test(s);
(i) any other recovery associated with the test(s) and their respective proportions;
(j) the choke size used, flow rates and, if measured, volumes of the petroleum phases;
(k) details of any fracture stimulation, including its size, nature and number of fracture
stimulations;
(l) any material volumes of non-petroleum gases;
(m) any data aggregation methods employed; and
(n) any other information that is material to understanding the disclosure.
14 December 2015 129
Initial disclosure of petroleum reserves, contingent resources and prospective resources
27.8 A listee must immediately disclose any new material estimates of petroleum reserves,
contingent resources or prospective resources that have not previously been disclosed.
Cross-reference: Rules 11.1, 27.11, 27.13 and 27.15.
27.9 A listee making a disclosure under Rule 27.8 must ensure the disclosure contains the
following:
(a) the types of permits or licences held by the listee relating to the material estimates;
(b) an explanation of the new data and information;
(c) an explanation of how the new data and information has affected the estimates of
petroleum resources, contingent resources or prospective resources;
(d) any changes or additions to the information disclosed relating to:
(i) petroleum reserves under Rules 27.11(a) to 27.11(f);
(ii) contingent resources under Rules 27.13(a) to 27.13(d); and
(iii) prospective resources under Rules 27.15(a) to 27.15(c).
Cross-reference: Rules 27.22 and 27.23.
Petroleum reserves
27.10 A listee disclosing estimates of petroleum reserves must:
(a) if an estimate of 3P is disclosed, also disclose estimates of 2P and 1P;
(b) not disclose a mean estimate of petroleum reserves;
(c) where petroleum reserves represent aggregated estimates of petroleum
reserves, disclose the aggregation method used; and
(d) if a petroleum reserves replacement ratio is disclosed, disclose an explanation
of how the petroleum reserves replacement ratio was calculated.
Petroleum reserves – material changes
27.11 A listee disclosing estimates of petroleum reserves that are material and that have not
been previously disclosed by the listee must ensure the disclosure contains the following:
(a) in relation to the assumptions used to calculate the estimates of petroleum
reserves:
(i) all material economic assumptions employed; or
(ii) if the oil and gas listee considers the material economic assumptions to be
commercially sensitive, a statement to that effect and an explanation of the
methodology used to determine the material economic assumptions;
Note: An oil and gas listee that considers that certain information relating to the material assumptions is
commercially sensitive should refer to Guidance Note 5 and Guidance Note 3.
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(b) whether the listee has operator or non-operator interests, and if applicable, the
name of the operator;
(c) a description of:
(i) the basis for confirming commercial producibility;
(ii) the method of estimation;
(iii) the proposed extraction method/parameters;
(iv) any specialised processing required following extraction; and
(v) any other modifying factors or information that would reasonably be
required to allow investors to make informed decisions on the validity of
the petroleum reserves.
(d) if the estimate of petroleum reserves relate to developed petroleum reserves,
the estimated quantities (in aggregate) to be recovered from existing wells and
facilities;
(e) if the estimates of petroleum reserves relate to undeveloped petroleum
reserves, a statement regarding the:
(i) status of the relevant project, including any environmental approvals
required;
(ii) estimated quantities (in aggregate) to be recovered through future
investment;
(iii) date anticipated for development of the well(s);
(iv) marketing, and investment, arrangements that justify development; and
(v) requirements for access to transportation infrastructure, if applicable.
(f) if the disclosed estimates of petroleum reserves relate to unconventional
petroleum resources, the:
(i) type(s) of unconventional petroleum resource;
(ii) land area;
(iii) number of wells; and
(iv) specialised extraction technology proposed, if applicable, to be utilised.
Cross-reference: Rules 27.23 and 27.24.
Contingent resources
27.12 A listee disclosing estimates of contingent resources must:
(a) if an estimate of 3C is disclosed, also disclose estimates of 2C and 1C;
(b) not disclose a mean estimate of contingent resources;
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(c) where contingent resources represent aggregated estimates of contingent
resources, disclose the aggregation method used.
Contingent resources – material changes
27.13 A listee disclosing estimates of contingent resources that are material and that have not
been previously disclosed by the listee must ensure the disclosure contains the following:
(a) the basis for confirming the existence of a significant quantity of potentially moveable
petroleum and the determination of a discovery;
(b) a description of:
(i) the method of estimation;
(ii) the key contingencies that resulted in the estimates being classified as
contingent resources; and
(iii) any further appraisal drilling and evaluation work to be undertaken to assess
the potential for commercial recovery, and to progress the relevant project;
(c) if the disclosed estimates of contingent resources are contingent on technology
under development, to ensure that unrecoverable quantities are not classified as
part of the contingent resources, an explanation of whether the technology has:
(i) been demonstrated to be commercially viable in analogous reservoirs;
(ii) been demonstrated to be commercially viable in other reservoirs that are
not analogous, and that a pilot project, which is planned and budgeted, will
be necessary to demonstrate commerciality for this reservoir; or
(iii) not been demonstrated to be commercially viable but is currently under
active development, and there is sufficient direct evidence to indicate that
the technology may reasonably be expected to be available for commercial
application within 5 years.
(d) if the disclosed estimates of contingent resources relate to unconventional
petroleum resources:
(i) the type(s) of unconventional contingent resource;
(ii) the land area;
(iii) the number of wells; and
(iv) the specialised extraction technology proposed to be utilised.
Cross-reference: Rules 27.22 and 27.23.
Prospective resources
27.14 A listee disclosing estimates of prospective resources must:
(a) if a high estimate of prospective resources is disclosed, disclose the best
estimate and low estimate of prospective resources; and
(b) disclose an at least equally prominent, and proximate, statement to the effect that:
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The estimated quantities of petroleum that may potentially be recovered by the
application of a future development project(s) relate to undiscovered accumulations.
These estimates have both an associated risk of discovery and a risk of
development. Further exploration appraisal and evaluation is required to determine
the existence of a significant quantity of potentially moveable petroleum.
Prospective resources – material changes
27.15 A listee disclosing estimates of prospective resources that are material and that have not
been previously disclosed by the listee, must ensure the disclosure contains the following:
(a) a description of:
(i) the method of estimation;
(ii) any further exploration activities to be undertaken (including studies,
further data acquisition and evaluation work, and exploration drilling); and
(iii) the expected timing of those exploration activities;
(b) the listee’s assessment of the likelihood of discovery and development associated
with the disclosed estimates of prospective resources; and
(c) an explanation of the relevant risk factors.
Cross-reference: Rules 27.8, 27.22 and 27.23.
Quarterly reports
Quarterly reports – oil and gas production listees
27.16 An oil and gas production listee must disclose a report for each quarter of its financial
year containing the following information in respect of the oil and gas production listee
and all controlled entities (on a consolidated basis):
(a) details of the activities relating to oil and gas production and development, or a
statement that there have been no activities relating to oil and gas production or
development;
(b) a summary of:
(i) the activities relating to oil and gas exploration, or a statement that there
have been no activities relating to exploration;
(ii) any expenditure incurred relating to oil and gas production or development
activities; and
(iii) any expenditure incurred relating to oil and gas exploration activities;
(c) at least once every 12 months, the summary of reserves and resources required
by Rule 27.20 unless it is included in the oil and gas production listee’s annual
report; and
(d) when the previous, and next, disclosure required by Rule 27.16(c) was, and is to
be, disclosed.
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27.17 The disclosure required by Rule 27.16 must be made by no later than 1 month after the
end of the quarter.
Quarterly reports – oil and gas exploration listees
27.18 An oil and gas exploration listee must disclose a report for each quarter of its financial
year containing the following information in respect of the oil and gas exploration listee
and all controlled entities (on a consolidated basis):
(a) details of the activities relating to:
(i) oil and gas exploration, or a statement that there have been no activities
relating to exploration; and
(ii) oil and gas production and development, or a statement that there have
been no activities relating to oil and gas production or development.
(b) a summary of the expenditure incurred relating to:
(i) oil and gas exploration activities; and
(ii) oil and gas production or development.
(c) at least once every 12 months, the summary of reserves and resources required
by Rule 27.20 unless it is included in the oil and gas exploration listee’s annual
report;
(d) when the previous, and next, disclosure required by Rule 27.18(d) was, and is to
be, disclosed;
(e) the oil and gas tenements held at the end of the quarter, their location and the
percentage interest held (including the beneficial percentage interests in farm-in or
farm-out agreements); and
(f) the oil and gas tenements (including beneficial interests in farm-in or farm-out
agreements) acquired and disposed of during the quarter, and their location.
27.19 The disclosure required by Rule 27.18 must be made by no later than 1 month after the
end of the quarter.
Summary of Reserves and Resources
27.20 An oil and gas listee must include in its summary of reserves and resources a table as
set out in the form of Appendix 27-1 (as of a date no earlier than one month prior to the
disclosure of the summary of reserves and resources).
Cross-reference: Rules 27.16(c), 27.18(c) and Appendix 27-1.
14 December 2015 134
27.21 An oil and gas listee that is required to file SEC compliant Forms 10-K and 20-F Reports
with the SEC annually is not required to comply with the summary of reserves and
resources requirements under Rule 27.20.
Other Requirements
Competent person requirements
27.22 A listee disclosing estimates of petroleum reserves, contingent resources and
prospective resources must have the estimates prepared by a competent person.
Cross-reference: Rules 27.11, 27.13, 27.15, 27.16 and 27.20.
27.23 A disclosure by a listee containing estimates of petroleum reserves, contingent
resources and prospective resources must state:
(a) that it is based on, and fairly represents, information and supporting documentation
prepared by a named competent person(s);
(b) whether the competent person is an employee of the oil and gas listee or a related
party and, if not, the name of the competent person’s employer; and
(c) the name of the professional organisation of which the competent person is a
member.
27.24 The statement referred to in Rule 27.23:
(a) must only be disclosed with the prior written consent of the competent person as
to the form and context in which the estimated petroleum reserves, contingent
resources and prospective resources and supporting information are presented
in the disclosure; and
(b) only applies the first time a listee discloses estimates of petroleum reserves,
contingent resources or prospective resources (original or updated) where:
(i) any subsequent disclosure that refers to the estimates of petroleum
reserves, contingent resources or prospective resources, references
the earlier disclosure containing the statements and consent referred to in
Rule 27.23 and 27.24(a); and
(ii) the listee confirms in the subsequent disclosure that it is not aware of any
new information or data that materially affects the information included in
the earlier disclosure and that all the material assumptions and technical
parameters underpinning the estimates in the earlier disclosure continue
to apply and have not materially changed.
Petroleum tenement joint venture disclosure
27.25 A listee must not, and must procure that its controlled entities do not, enter a joint venture
agreement to investigate or explore an oil and gas tenement, unless the agreement
provides that:
(a) if the listee requires it, the operator of the joint venture will provide the listee all the
information the listee requires to comply with these Rules; and
(b) the listee may disclose that information if necessary for the listee to comply with
these Rules.
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Cross-reference: Rule 11.1.
14 December 2015 136
28. ADDITIONAL CONTINUING OBLIGATIONS FOR MINING LISTEES
Chapter 28 sets out the additional disclosure requirements for mining listees.
General rules for disclosure of mining activities
Requirements for all disclosures
28.1 A disclosure by a listee that includes a statement about exploration targets, exploration
results, mineral resources, ore reserves or production targets must be prepared in
accordance with this Chapter 28, and:
(a) if the listee’s primary listing is on APX and the listee’s mining assets are:
(i) not predominantly international, the Reporting Standard; or
(ii) predominantly international, the Reporting Standard or an equivalent
international standard, unless otherwise specified in the Listing Rule
Procedures or otherwise directed by APX; or
(b) if the listee’s secondary listing is on APX, the Reporting Standard or an equivalent
international standard, unless otherwise specified in the Listing Rule Procedures
or otherwise directed by APX.
Note: The Reporting Standard and equivalent international standards relate to the disclosure of exploration
targets, exploration results, mineral resources, ore reserves and competent person statements. Rules 28.4
onwards relate to matters not included in the Reporting Standard or the equivalent international standards,
including the disclosure of non-equivalent estimates, equivalent international estimates, production targets,
forecast financial information, quarterly reporting and the summary of reserves and resources.
This Rule is not confined to disclosures solely under this chapter 28, and applies to all disclosures, including
security offer documents, information memoranda, bidder’s and target’s statements, annual reports, financial
statements, technical studies, presentations, website content and disclosures under other chapters of the
Rules.
Rules 28.4 to 28.8 set out the requirements for the disclosure of equivalent international estimates. Rules 28.9
to 28.14 set out the separate requirements for disclosure of non-equivalent estimates of mineralisation.
To ensure consistency of its disclosures, a listee should be mindful of the table format for disclosure of ore
reserves and mineral resources set out in Appendix 28-1.
Cross-reference: Rules 28.4, 28.9, 28.14, Appendix 28-1 and Guidance Note 6.
28.2 Where a disclosure by a listee does not meet a non-mandatory requirement contained in
the Reporting Standard, the listee must provide in its disclosure a statement as to how
and why its disclosure differs from the non-mandatory requirement contained in the
Reporting Standard.
Note: When a listee is required to comply with the requirements of the Reporting Standard, Rule 28.1 requires
listee’s to fully comply with all requirements set out in the Reporting Standard. APX also expects listee’s to fully
comply with all non-mandatory requirements set out in the Reporting Standard (including Table 1 of the JORC
Code). In circumstances where a listee departs from a non-mandatory requirement in the Reporting Standard,
the listee is required by Rule 28.2 to clearly disclose how and why it does not comply with the non-mandatory
requirement.
14 December 2015 137
28.3 A disclosure by a listee that includes a statement about exploration targets, exploration
results, mineral resources, ore reserves, production targets or a technical study must
not include historical estimates.
Equivalent international standards and equivalent international estimates
28.4 A listee, when using equivalent international estimates of mineralisation in a technical
study, must include all relevant information relating to exploration results, mineral
resources or ore reserves that could materially influence the economic value of those
exploration results, mineral resources or ore reserves.
28.5 A disclosure by a listee in relation to equivalent international estimates must state the
equivalent international standard used by the listee.
28.6 A disclosure by a listee under the SAMREC Code must, until the date prescribed in the
Procedures, being a date following the introduction of ‘if not, why not’ reporting within the
SAMREC Code against Table 1 of the SAMREC Code, report against Table 1 of the
SAMREC Code on an ‘if not, why not’ basis.
Note: Clause 5 of the Reporting Standard sets out that ‘‘if not, why not’ means that each item listed in the relevant section of Table
1 must be discussed and if it is not discussed then the competent person must explain why it has been omitted from the
documentation’.
28.7 A disclosure by a listee under NI 43-101 and the CIM Standards must:
(a) not include a preliminary economic assessment unless the preliminary
economic assessment would be permitted if disclosed under Rules 28.15 to
28.19 for production targets, and Rules 28.20 to 28.23 for forecast financial
information derived from production targets; and
(b) where NI 43-101 requires a report to be lodged with SEDAR (the Canadian “System
for Electronic Document Analysis and Retrieval”), be disclosed (or also disclosed,
in the case of a dual listing on APX) to the APX market in accordance with these
Rules.
28.8 If a listee:
(a) makes a disclosure under an equivalent international standard then the listee
must prominently disclose;
(i) a summary of any material differences in the manner in which exploration
targets, exploration results, mineral resources and ore reserves are
required to be reported and disclosed under the Reporting Standard and
the equivalent international standard. If the listee considers there are no
material differences, the listee must disclose this; and
(ii) that Australian investors should be aware that there may be risks in relying
on disclosures prepared and based on information and supporting
documentation prepared by a competent person in accordance with an
equivalent international standard including that:
(A) these disclosures may not be subject to regulatory oversight in
Australia as effective as the regulatory oversight of these
disclosures in the competent person’s home jurisdiction, or as
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effective as the regulatory oversight in Australia of disclosures
under the Reporting Standard; and
(B) noting that a competent person has to be a member of an
appropriate professional organisation to qualify as a competent
person, any professional organisation referral and disciplinary
process sought to be commenced by any stakeholder or
complainant in relation to these disclosures based on information
and supporting documentation prepared by a competent person,
may also not be as effective as if this process were to be
commenced in the competent person's home jurisdiction, and that
there may be differences in the effectiveness of the referral and
disciplinary processes of the various professional organisations of
whom competent persons may be members, depending on
whether disclosures are made under an equivalent international
standard or the Reporting Standard; or
(b) changes the basis upon which it makes disclosures from the Reporting Standard
or an equivalent international standard (the “initial disclosure standard”) to the
Reporting Standard or another equivalent international standard (the “new
disclosure standard”) then the listee must prominently disclose:
(iii) a summary of any material differences in the manner in which exploration
targets, exploration results, mineral resources and ore reserves are
required to be reported and disclosed under the initial disclosure standard
and the new disclosure standard. If the listee considers there are no
material differences, the listee must disclose this; and
(iv) if the new disclosure standard is an equivalent international standard,
that Australian investors should be aware that there may be risks in relying
on disclosures prepared and based on information and supporting
documentation prepared by a competent person in accordance with an
equivalent international standard including that:
(A) these disclosures may not be subject to regulatory oversight in
Australia as effective as the regulatory oversight of these
disclosures in the competent person’s home jurisdiction, or as
effective as the regulatory oversight in Australia of disclosures
under the Reporting Standard; and
(B) noting that a competent person has to be a member of an
appropriate professional organisation to qualify as a competent
person, any professional organisation referral and disciplinary
process sought to be commenced by any stakeholder or
complainant in relation to these disclosures based on information
and supporting documentation prepared by a competent person,
may also not be as effective as if this process were to be
commenced in the competent person's home jurisdiction, and that
there may be differences in the effectiveness of the referral and
disciplinary processes of the various professional organisations of
whom competent persons may be members, depending on
whether disclosures are made under an equivalent international
standard or the Reporting Standard.
14 December 2015 139
Non-equivalent estimates
28.9 Non-equivalent estimates of mineralisation must not be included by a listee in a
technical study of the listee’s mineral resources and ore reserves holdings.
28.10 Where a listee discloses material non-equivalent estimates of mineralisation the listee
does not need to comply with Rule 28.1 provided the listee complies with:
(a) Rule 28.11;
(b) Rule 28.12;
(c) Rule 28.13; and
(d) Rule 28.14.
28.11 A listee cannot disclose material non-equivalent estimates of mineralisation where the
listee is attempting to disclose:
(a) ‘preliminary resources’ where the listee’s relevant exploration and evaluation
programs are incomplete;
(b) ore reserves when the appropriate technical study(s) required by the Reporting
Standard to allow the conversion of mineral resources to ore reserves has not yet
been completed;
(c) non-equivalent estimates of mineralisation for areas adjacent to its mining
tenements; or
(d) with an intent to avoid the requirements of the Reporting Standard, an equivalent
international standard and/or these Rules.
28.12 A listee disclosing material non-equivalent estimates of mineralisation must ensure the
disclosure contains the following:
(a) a prominent, and proximate, statement to the effect that:
(i) the estimates are non-equivalent estimates and are not disclosed in
accordance with the Reporting Standard or an equivalent international
standard;
(ii) a competent person has not done sufficient work to classify the non-
equivalent estimates as mineral resources or ore reserves in
accordance with the Reporting Standard or an equivalent international
standard; and
(iii) it is uncertain that following evaluation and/or further exploration work that
the non-equivalent estimates will ever be able to be disclosed as mineral
resources or ore reserves in accordance with the Reporting Standard or
an equivalent international standard;
(b) the source(s) and date(s) of the non-equivalent estimates;
(c) if the non-equivalent estimates use categories of mineralisation:
(i) other than those defined in the Reporting Standard, a statement to that
effect and an explanation of the differences; or
14 December 2015 140
(ii) the same as those defined in the Reporting Standard, a statement to that
effect;
(d) the relevance of the non-equivalent estimates to the listee;
(e) the reliability of the non-equivalent estimates, having regard to the relevant criteria
listed in Table 1 of the Reporting Standard;
(f) a summary of the evaluation and/or exploration work on which the non-equivalent
estimates are based;
(g) a summary of the key assumptions, mining and processing parameters and methods
used to prepare the non-equivalent estimates;
(h) details of any more recent estimates or data relevant to interpreting the non-
equivalent estimates, and the source(s) and date(s) of the estimates or data;
(i) the evaluation and/or exploration work that needs to be undertaken to verify the non-
equivalent estimates as mineral resources or ore reserves in accordance with
the Reporting Standard or an equivalent international standard;
(j) the proposed timing of the evaluation and/or exploration work disclosed pursuant
to Rule 28.12(i);
(k) the proposed source of funding for the evaluation and/or exploration work disclosed
pursuant to Rule 28.12(i); and
(l) a statement by a named competent person(s) that the information in the
disclosure provided pursuant to Rules 28.12(c) to 28.12(i) is an accurate
representation of the available data and studies relating to the non-equivalent
estimates.
(m) the mineral resources classification and reporting standard used in determining the
non-equivalent estimates.
28.13 If a listee has disclosed non-equivalent estimates that complied with Rule 28.12, then
any subsequent disclosure in respect of the non-equivalent estimates need not include
the information in Rule 28.12 if the subsequent disclosure:
(a) references the earlier disclosure that complied with Rule 28.12;
(b) contains a confirmation from the listee that:
(i) the information provided in the earlier disclosure that complied with Rule
28.12 continues to apply; and
(ii) there is no new material information or data relating to the non-equivalent
estimates that impacts on the:
(A) the reliability or interpretation of the non-equivalent estimates; or
(B) the listee’s ability to verify the non-equivalent estimates as
mineral resources or ore reserves in accordance with the
Reporting Standard or an equivalent international standard;
and
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(c) includes an at least equally prominent, and proximate, statement about the
disclosed non-equivalent estimates addressing the matters contained in Rule
28.12(a).
Non-equivalent estimates - Summary of Reserves and Resources
28.14 If a listee has previously disclosed non-equivalent estimates that complied with Rule
28.12 which have not subsequently been disclosed as mineral resources or ore reserves
in accordance with the Reporting Standard or an equivalent international standard, then:
(a) the listee must disclose in its summary of reserves and resources:
(i) the steps it has taken in evaluating the previously disclosed non-
equivalent estimates; and
(ii) the status of any further evaluation and/or exploration work required to verify
and disclose the non-equivalent estimates as mineral resources or ore
reserves in accordance with the Reporting Standard or an equivalent
international standard;
(iii) the status of the proposed source of funding for the evaluation and/or
exploration work referred to in Rule 28.14(a)(ii); and
Cross-reference: Rules 28.12(i), 28.12(k) and 28.28.
(b) if it has been more than 3 years since the first disclosure of the non-equivalent
estimates under Rule 28.12 and those estimates have not been subsequently
verified and disclosed as mineral resources or ore reserves in accordance with
the Reporting Standard or an equivalent international standard, then the listee
must disclose in its summary of reserves and resources:
(i) an explanation of why the non-equivalent estimates have not been verified
and disclosed as mineral resources or ore reserves in accordance with
the Reporting Standard or an equivalent international standard; and
(ii) the listee’s intention, proposed timetable and proposed source of funding
with regard to verifying and disclosing the non-equivalent estimates as
mineral resources or ore reserves in accordance with the Reporting
Standard or an equivalent international standard.
Cross-reference: Appendix 28-1.
Production targets
28.15 A listee must not disclose a production target that is based wholly:
(a) on an exploration target;
(b) on a combination of inferred mineral resources and an exploration target; or
(c) or in part, on non-equivalent estimates.
Cross-reference: Rule 28.3.
28.16 A production target may be disclosed by a listee in relation to:
(a) the listee’s mineral resources and ore reserves holdings; or
14 December 2015 142
(b) a material mining project of the listee (or two or more mining projects which
together are material).
Cross-reference: Rules 28.15, 28.20 and 28.21.
28.17 A listee’s disclosure pursuant to Rule 28.16 must include:
(a) in relation to the assumptions used to determine the production target:
(i) all material economic assumptions employed; or
(ii) if the mining listee considers the material economic assumptions to be
commercially sensitive, a statement to that effect and an explanation of the
methodology used to determine the material economic assumptions; and
(iii) all other material assumptions employed.
Note: A mining listee that considers that certain information relating to the material economic
assumptions is commercially sensitive should refer to Guidance Note 6 and Guidance Note 3.
(b) if forecast commodity prices have been used in the determination of the production
target, a statement that such forecast commodity pricing was arrived at on
reasonable grounds;
(c) the proportions of the production target based on:
(i) probable ore reserves and proved ore reserves;
(ii) indicated mineral resources and measured mineral resources;
(iii) inferred mineral resources;
(iv) an exploration target; and
(v) equivalent international estimates;
(d) a statement that the respective proportions of inferred mineral resources and the
exploration target (if applicable) are not the determining factors in the viability of
the production target and do not feature as a significant proportion early in the mine
plan;
Note: Refer to Guidance Note 6.
(e) if the production target is in whole or in part based on inferred mineral resources,
an at least equally prominent, and proximate, statement to the effect that:
The level of geological confidence associated with inferred mineral resources is low.
There is no certainty that further evaluation and/exploration work will result in the
determination of indicated mineral resources or that the production target itself will
be realised.
(f) if the production target is wholly based on inferred mineral resources:
(i) a statement confirming that the project the subject of the production target
is not able to be progressed through to a higher confidence level of
mineralisation by conventional exploration alone prior to the disclosure
of the production target;
14 December 2015 143
(ii) an explanation as to why the listee believes it has a reasonable basis for
disclosing a production target wholly based on inferred mineral
resources, despite the project the subject of the production target not
being able to be progressed through to a higher confidence level of
mineralisation by conventional exploration alone prior to disclosure of the
production target;
(iii) the level of confidence with which the inferred mineral resources are
estimated and the basis for that level of confidence;
(iv) a technical study of a sufficient level of confidence to support the
production target, prepared by, or under the supervision of, a named
independent competent person(s); and
Note: Refer to Guidance Note 6.
(v) an at least equally prominent, and proximate, statement to the effect that:
The level of geological confidence associated with inferred mineral
resources is low. Though further evaluation work and appropriate studies
are required to establish sufficient confidence that the production target will
be met, there is no certainty that further evaluation and/exploration work will
result in the determination of indicated mineral resources or that the
production target itself will be realised. The listee’s production target is
based on its current expectation of future results or events, and should not
be solely relied upon by investors when making investment decisions.
Note: Under the Act, a statement about a production target will deemed to be misleading unless the
person making the statement has reasonable grounds for making the statement. APX considers that it is
only under exceptional circumstances that a listee might form the view that it has reasonable grounds for
a production target, (see Rule 28.17(f)(ii)), when that production target is wholly based on inferred
mineral resources. Refer to Guidance Note 6.
(g) if the production target is in part based on an exploration target:
(i) a statement of the factors that lead the listee to believe that it has a
reasonable basis for disclosing a production target based in part on an
exploration target; and
(ii) an at least equally prominent, and proximate, statement to the effect that:
The potential quantity and grade of an exploration target is only conceptual
in nature, there has been insufficient exploration to determine a mineral
resource and there is no certainty that further exploration work will result in
the determination of mineral resources or that the production target itself will
be realised.
28.18 If a listee has previously made a disclosure under Rule 28.16, then any subsequent
disclosure in relation to a production target need not include the information required to
be disclosed by Rule 28.17 where the subsequent disclosure:
(a) references the earlier disclosure that complied with Rule 28.17;
(b) contains a statement confirming that all the material assumptions upon which the
production target is based in the initial disclosure that complied with Rule 28.17
continue to apply and have not materially changed;
14 December 2015 144
(c) if the production target is wholly based upon inferred mineral resources, includes
an at least equally prominent, and proximate, statement about the disclosed
production target to the effect of the statement set out in Rule 28.17(f)(v); and
(d) if the production target is based in part upon an exploration target, includes an at
least equally prominent, and proximate, statement about the disclosed production
target to the effect of the statement set out in Rule 28.17(g)(ii).
28.19 A disclosure by a listee is not required to comply with Rule 28.17 where a production
target relating to an operating mine(s) is wholly based upon:
(a) ore reserves; or
(b) a combination of ore reserves and measured mineral resources;
(c) a combination of ore reserves; and
(i) measured mineral resources; and/or
(ii) indicated mineral resources, provided that the indicated mineral
resources are not the determining factor in project viability.
Forecast Financial Information
28.20 Forecast financial information derived from a production target may be disclosed in
relation to either:
(a) a listee’s mineral resources and ore reserves holdings; or
(b) a material mining project of the listee (or two or more mining projects which
together are material).
Cross-reference: Rules 28.15, 28.17, 28.22 and 28.23.
28.21 A listee’s disclosure pursuant to Rule 28.20 must include:
(a) in relation to the assumptions used to determine the forecast financial information:
(i) all material economic assumptions employed; or
(ii) if the mining listee considers the material economic assumptions to be
commercially sensitive, a statement to that effect and an explanation of the
methodology used to determine the material economic assumptions; and
(iii) all other material assumptions employed.
Note: A mining listee that considers that certain information relating to the material economic
assumptions is commercially sensitive should refer to Guidance Note 6 and Guidance Note 3.
(b) the production target from which the forecast financial information is derived
(including all the information contained in Rule 28.17).
28.22 If a listee has previously made a disclosure under Rule 28.20, then any subsequent
disclosure in relation to forecast financial information derived from a production target,
need not include the information in Rule 28.21 where the subsequent disclosure:
(a) references the earlier disclosure that complied with Rule 28.21;
14 December 2015 145
(b) contains a statement confirming that all the material assumptions upon which the
forecast financial information derived from a production target is based in the initial
disclosure that complied with Rule 28.21 continue to apply and have not materially
changed;
(c) if the production target upon which the forecast financial information is derived is
wholly based on inferred mineral resources, includes an at least equally
prominent, and proximate, statement about the disclosed forecast financial
information to the effect of the statement set out in Rule 28.17(f)(v); and
(d) if the production target upon which the forecast financial information is derived is
based in part upon an exploration target, includes an at least equally prominent,
and proximate, statement about the disclosed forecast financial information to the
effect of the statement set out in Rule 28.17(g)(ii).
28.23 A disclosure by a listee is not required to comply with Rules 28.21 where forecast financial
information derived from a production target relating to an operating mine(s) is wholly
based upon:
(a) ore reserves; or
(b) a combination of ore reserves and measured mineral resources; or
(c) a combination of ore reserves; and:
(i) measured mineral resources; and/or
(ii) indicated mineral resources, provided that the indicated mineral
resources are not the determining factor in project viability.
Quarterly reports
Quarterly reports – mining production listees
28.24 A mining production listee must disclose a report for each quarter of its financial year
containing the following information in respect of the mining production listee and all
controlled entities (on a consolidated basis):
(a) details of the activities relating to mining production and development, or a statement
that there have been no activities relating to mining production or development;
(b) a summary of:
(i) the activities relating to mining exploration, or a statement that there have
been no activities relating to mining exploration;
(ii) any expenditure incurred relating to mining production and development
activities;
(iii) any expenditure incurred relating to mining exploration activities;
(c) at least once every 12 months, the summary of reserves and resources required
by Rule 28.28 unless it is included in the mining production listee’s annual report;
and
(d) when the previous, and next, disclosure required by Rule 28.24(c) was, and is, to
be disclosed.
14 December 2015 146
28.25 A mining production listee must disclose the report required by Rule 28.24 no later than
1 month after the end of the quarter.
Quarterly reports – Mining exploration listees
28.26 A mining exploration listee must disclose a report for each quarter of its financial year
containing the following information in respect of the mining exploration listee and all
controlled entities (on a consolidated basis):
(a) details of the activities relating to:
(i) mining exploration, or a statement that there have been no activities
relating to exploration; and
(ii) mining production and development, or a statement that there have been no
activities relating to mining production or development;
(b) a summary of any expenditure incurred relating to:
(i) exploration activities; and
(ii) mining production or development;
(c) the mining tenements held at the end of the quarter, their location and the
percentage interest held (including the beneficial interests in farm-in or farm-out
agreements); and
(d) the mining tenements (including beneficial interests in farm-in or farm-out
agreements) acquired and disposed of during the quarter, and their location;
(e) at least once every 12 months, the summary of reserves and resources required
by Rule 28.28 unless it is included in the mining exploration listee’s annual
report; and
(f) when the previous, and next, disclosure required by Rule 28.26(e) was, and is, to
be disclosed.
28.27 A mining exploration listee must disclose the report required by Rule 28.26 no later than
1 month after the end of the quarter.
Summary of Reserves and Resources
28.28 A mining listee must include in its summary of reserves and resources a table as set out
in the form of Appendix 28-1 (as of a date no earlier than one month prior to the disclosure
of the summary of reserves and resources).
Cross-reference: Rules 28.24(c) and 28.26(e).
Mining tenement joint venture disclosure
28.29 A listee must not, and must procure that its controlled entities do not, enter a joint venture
agreement to investigate or explore a mining tenement, unless the agreement provides
that:
(a) if the listee requires it, the operator of the joint venture will provide the listee all the
information the listee requires to comply with these Rules; and
14 December 2015 147
(b) the listee may disclose that information if necessary for the listee to comply with
these Rules.
Cross-reference: Rule 11.1.
14 December 2015 148
29. SUPERVISION OF RELATED LISTEES BY ASIC
Chapter 29 sets out Rules for supervision by ASIC of related listees as required by Section
798C of the Act.
Note: This Chapter refers to APX in its capacity as both a listee and as a market licencee. For clarity, where appropriate
the distinction is made between the different roles in each Rule.
ASIC supervision of related listees
29.1 ASIC, instead of APX (as market licencee), will make decisions and take action under
these Rules (or require APX to take action on ASIC’s behalf) in respect of a related
listee where the decision or action is in relation to any of the following matters (and
matters related to the following matters):
(a) an application for admission to the official list;
(b) removal of a related listee from the official list;
(c) allowing, stopping or suspending trading of the related listee’s securities;
(d) compliance by a related listee with the Rules or the Procedures, including:
(i) the method of determining whether a related listee has complied; and
(ii) any action (including the imposition of a penalty or sanction) to be taken in
respect of any breach of these Rules; and
(e) enforcement action against a related listee (including the disciplining, suspension
or removal).
Application of relevant Rules
29.2 For the purposes of Rule 29.1, in the case of any decision or action concerning a related
listee, a reference in any relevant Rule or Procedure to APX (as market licencee) is to
be construed as a reference to ASIC.
29.3 ASIC (acting in lieu of APX (as market licencee)) has all the rights, obligations and
functions in relation to a related listee that APX (as market licencee) would otherwise
have.
29.4 ASIC may delegate any of its powers or functions to any person, including APX (as
market licencee) or an officer of APX, subject to such delegation not being contrary to the
Act.
Rights of related listees
29.5 A related listee has the same rights and obligations as any other listee or applicant
other than as set out in this Chapter.
Entering into arrangements with ASIC
29.6 In addition to meeting the requirements set out in Chapters 4 and 5, a related listee
must submit to APX (as market licencee) the details of any arrangements entered into
14 December 2015 149
with ASIC pursuant to section 798C(2) of the Act. A related listee must disclose those
arrangements if:
(a) directed to by ASIC; or
(b) requested to by APX (as market licencee) with the written consent of ASIC.
29.7 A related listee must submit to APX (as market licencee) the details of any amendments
to the arrangements referred to in Rule 29.6. A related listee must disclose those
amendments if:
(a) directed to by ASIC; or
(b) requested to by APX (as market licencee) with the written consent of ASIC.
Lodgement of documents with ASIC and APX
29.8 A related listee to which this Chapter applies must submit to APX (as market licencee) a
copy of each document lodged with ASIC (for the purpose of ASIC acting in lieu of APX
(as market licencee)) no later than the time that document is lodged with ASIC.
Note: Notwithstanding that ASIC rather than APX (as market licencee) will be supervising entities to which this
Chapter applies, APX (as market licencee) must be informed to the same extent as it would be for any other
listee. The Rule does not extend to documents lodged with ASIC where ASIC is acting in a capacity other than in
lieu of APX (as market licencee).
Amendment of applications or other contractual arrangements
29.9 A related listee to which this Chapter applies must amend (to the satisfaction of ASIC)
any application or other contractual arrangement set out in the Rules, Procedures or
Appendices to reflect the respective obligations of the related listee, APX (as market
licencee) and ASIC arising from this Chapter.
Ceasing to be a related listee
29.10 If a related listee to which this Chapter applies ceases to be a related listee, it must
immediately disclose that fact and the reasons why it ceases to be a related listee.
29.11 If a related listee to which this Chapter applies ceases to be a related listee it must
immediately submit to APX (as market licencee) the details of any termination of the
arrangements entered into with ASIC pursuant to section 798C(2) of the Act.
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