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Gilbert + Tobin is a leading corporate law firm and a key player in the Australian legal market. We provide innovative, relevant and commercial legal solutions to major corporate financial services institutions, and government clients across Australia and internationally, particularly in the Asia-Pacific region.

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BACKDOOR LISTINGS

1. WHAT IS A BACKDOOR LISTING?Broadly, a backdoor listing is a transaction which involves a significant change in the nature or scale of the activities of an ASX listed company (ListCo) under which:(a) ListCo purchases 100% of the business or shares of an

unlisted company (usually a private company) that owns a certain business or asset(s) (AssetCo); and

(b) ListCo issues securities to AssetCo or its shareholders (which substantially dilutes ListCo’s existing shareholders) as consideration for the acquisition of the assets of AssetCo.

A backdoor listing transaction also typically involves a significant change to the make-up of ListCo’s management and board of directors, with representatives of AssetCo (or its shareholders) being appointed to those positions.A backdoor listing is effectively a way for a private business or company to obtain a listing on ASX via a vend-in of the company to a pre-existing ASX-listed “shell” company, and is an alternative to undertaking a conventional initial public offering (IPO).ASX will require a ListCo that is proposing to complete a backdoor listing transaction to seek shareholder approval of the transaction, and to re-comply with Chapters 1 and 2 of the ASX Listing Rules, which set out the requirements to be satisfied by an entity undertaking a conventional IPO. ASX typically does not treat a transaction between two ASX listed companies, such as a takeover bid by one listed entity for another listed entity under Chapter 6 of the Corporations Act 2001 (Cth) (Act), as a backdoor listing which requires re-compliance with Chapters 1 and 2 of the ASX Listing Rules, unless the acquirer is a “shell” with no revenue or activities. Such transactions may involve a reverse takeover where a smaller listed company makes a takeover bid to acquire a larger listed company for shares in the capital of the bidder as consideration. As a result of the issue of shares in the bidder under the takeover bid, the controllers of the target end up with a controlling interest in the bidder, essentially bypassing the need for approval of the bidder’s shareholders.

2. SIGNIFICANT CHANGE IN NATURE AND SCALEASX Listing Rule 11.1 provides that if ListCo proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable.

One of the two grounds on which a proposed transaction has to be notified by ListCo to ASX under ASX Listing Rule 11.1 is if it will involve a significant change to the nature of ListCo’s activities. ASX considers this to mean a major change in the character of ListCo’s business activities. In the case where ListCo has a clearly identifiable main undertaking, this requires there to be a major change in the character of its main undertaking. In the case where ListCo is a conglomerate that conducts a number of different businesses, no one of which is separately identifiable as its main undertaking, this requires there to be a major change to the conglomerate character of its business activities. ASX will have regard to various matters including ListCo’s disclosed actual activity, the make-up of its assets, revenue generated by ListCo’s assets (or in the case of a mining or oil and gas exploration entity which is not earning material revenue from operations, consolidated annual expenditure), consolidated EBITDA and consolidated annual profit before tax and extraordinary items.To illustrate, ASX would regard the following examples as a significant change to the nature of an entity’s activities:

+ an entity whose main business activity is mining exploration deciding to switch its main business activity to manufacturing consumer goods (or vice versa);

+ an entity whose main business activity is exploring for minerals deciding to switch its main business activity to exploring for oil and gas (or vice versa);

+ an entity whose main business activity is trading in financial products deciding to switch its main business activity to making strategic long term investments in a particular sector; and

+ a conglomerate entity that conducts a number of different businesses deciding to dispose of all of those businesses and to acquire a new business (its main undertaking changes from conducting conglomerate businesses to conducting the new business).

At the other end of the spectrum, ASX would not regard the following examples as a significant change to the nature of an entity’s activities:

+ a manufacturing entity whose main business activity is manufacturing one type of consumer good reconfiguring its manufacturing facility to manufacture a different type of consumer good (its main undertaking is, and remains, manufacturing consumer goods);

+ a mining exploration entity whose main business activity is exploring for one type of mineral on particular tenements deciding to explore for a different type of mineral on the same tenements (its main undertaking is, and remains, exploring for minerals on those tenements);

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+ a mining exploration entity that is successful in its exploration endeavours consequently becoming a mining producing entity (this is a natural extension of, rather than a major change to, its main business activity);

+ an entity whose main business activity is trading in financial products and whose investment portfolio is invested wholly in equity products making a trading decision to sell all of those investments and to invest the proceeds in fixed interest products (its main undertaking is, and remains, trading in financial products); and

+ a conglomerate entity that conducts a number of different businesses deciding to dispose of some of those businesses or to acquire new businesses (its main undertaking is, and remains, conducting conglomerate businesses).

The second of the two grounds on which a proposed transaction has to be notified to ASX under ASX Listing Rule 11.1 is if it will involve a significant change to the scale of ListCo’s activities. ASX considers this to mean a substantial or sizeable change (upwards or downwards) to the size of ListCo’s business operations. ASX has adopted 25% as an appropriate benchmark for determining whether or not a transaction involves a significant change to the scale of an entity’s activities that requires notification to ASX under ASX Listing Rule 11.1. ASX considers scale changes having regard to ListCo’s consolidated total assets, total securities on issue (on a fully diluted basis, including vendor consideration, deferred consideration, capital raisings, performance shares and options), consolidated total equity interests, consolidated annual revenue or in the case of a mining or oil and gas exploration entity which is not earning material revenue from operations, consolidated annual expenditure, and consolidated annual profit before tax and extraordinary items. A transaction that does not involve a doubling or more of any of these measures will not typically be regarded as a backdoor listing.

ASX is likely to require re-compliance with admission requirements in Chapters 1 and 2 of the ASX Listing Rules where:

+ a significant transaction is announced soon after IPO (or previous re-compliance) and the transaction is not consistent with representations in ListCo’s prospectus (irrespective of whether the transaction involves a business of the same nature as ListCo’s existing business);

+ the transaction will result in a major change in the nature of ListCo’s main undertaking; or

+ where ListCo has previously disposed of or abandoned its main undertaking and is proposing to acquire a new main undertaking (irrespective of whether the transaction involves a business of the same nature as ListCo’s former business).

BACKDOOR LISTINGS (CONT)

ASX strongly recommends that listed entities contemplating a transaction that will lead to a significant change to the nature or scale of their activities first have an initial discussion with ASX Listings Compliance, given the potential complexities involved. Among other things, ASX Listings Compliance will be able to provide general advice on whether there is a likelihood that ASX will require ListCo to seek shareholder approval of the transaction, and/or whether ListCo will be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules.3. KEY ADVANTAGESThe key advantages of a backdoor listing over a conventional IPO include that:

+ AssetCo is usually able to utilise a significant portion of ListCo’s share register for the purpose of satisfying the minimum spread requirement imposed by ASX (see further below);

+ AssetCo may gain access to any cash sitting on the balance sheet of ListCo for its business;

+ a backdoor listing transaction will potentially enable shareholders of ListCo to preserve some of the value and the liquidity of their shares, which would otherwise be lost if ListCo were to de-listed or be liquidated; and

+ the capital raising undertaken in relation to a backdoor listing may, subject to shareholder approval and an ASX waiver being granted, be undertaken at an issue price of $0.02 (or more) rather than the usual $0.20 minimum (see further below). This enables a company to avoid the dilutionary consequences to existing shareholders of a capital consolidation to bring the price up to $0.20.

4. KEY REQUIREMENTSThe key requirements for a backdoor listing are as follows:Private M&A transaction: ListCo agrees to conditionally acquire AssetCo’s shares or assets under a share purchase agreement or an asset purchase agreement. Each of the parties usually undertake due diligence in relation to the acquisition. Although not expressly required under the ASX Listing Rules, it is prudent to make the acquisition conditional upon ASX not requiring shareholder approval or re-compliance with ASX’s admission and quotation requirements or, if it does, upon the satisfaction of those requirements.

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Shareholder approval: the shareholders of ListCo must approve the change in nature or scale of ListCo’s activities. Other approvals which may need to be sought include approval for the issue of securities to the public to raise funds for the purposes of the relisting, approval for a consolidation of capital, and approval to issue securities to the vendors of the shares(s) or asset(s) being vended into ListCo. An independent expert’s report on fairness and reasonableness will be required if shareholder approval is also being sought under the takeover provisions of the Act (item 7 of section 611) because AssetCo or its shareholders will acquire an interest in excess of 20% in ListCo. In such cases, the expert will be required to opine whether the transaction is “fair and reasonable” to ListCo’s shareholders, which generally requires a comparison of the value of ListCo shares before and after the transaction.As a general proposition, a notice of meeting must include such material as will fully and fairly inform shareholders of the matters to be considered at the meeting and enable them to make a properly informed judgment on those matters. Where the notice includes a resolution for approval to change the nature or scale of ListCo’s activities, the notice must include a reasonable level of detail about the transaction, including:

+ the parties to, and material terms of, the transaction; + if the transaction involves the acquisition by ListCo of

AssetCo or another undertaking, all material information that ListCo has in its possession about the assets and liabilities, financial position and performance, profits and losses, and prospects of AssetCo or the undertaking, including:

— in the case of AssetCo, the jurisdiction where AssetCo is established and the jurisdiction(s) where AssetCo carries on its principal activities; and

— in the case of an undertaking, the jurisdiction(s) where that undertaking is carried on;

+ an assessment of the financial effect of the transaction on ListCo and on the interests of security holders in ListCo;

+ details of how ListCo will be modifying its business model to accommodate the change in the nature or scale of its activities;

+ if the transaction will result in ListCo needing to borrow funds or raise capital in the short term, information about its needs in that regard;

+ any changes proposed to ListCo’s board or senior management in connection with, or as a consequence of, the transaction; and

+ the timetable for implementing the transaction.

“BECAUSE THEY CONSISTENTLY DELIVER THE OUTCOMES THAT WE REQUIRE,” ONE STATING: “WE WANT THE VERY BEST IN OUR POCKET AND GILBERT + TOBIN ARE AT THE TOP OF THE LIST”CHAMBERS ASIA-PACIFIC 2017

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BACKDOOR LISTINGS (CONT)

ASX will generally expect the notice of meeting to include any material information about the transaction that is included in the prospectus to the extent that such information is known by ListCo at the date of dispatch of the notice of meeting. The notice of meeting will not however include the expert reports which are included in the prospectus, such as the investigating accountant’s report on financial information or any solicitor’s reports on title. If AssetCo has resources or oil and gas projects, ListCo’s disclosures in relation to the geological information will need to comply with industry standards, including the JORC Code or SPE- PRMS, as applicable, and Chapter 5 of the ASX Listing Rules.Before ListCo sends out a notice of meeting that includes a resolution for approval to change the nature or scale of ListCo’s activities, it must give ASX a copy of the draft notice for review. It must not finalise the notice until ASX tells ListCo that ASX does not object to it.In most situations, ASX tries to review and notify ListCo whether it objects to a draft notice of meeting within 5 business days of receipt. However, where ASX has exercised its discretion both to require shareholder approval of the transaction, and to re-comply with Chapters 1 and 2 of the ASX Listing Rules, ASX is likely to take closer to 15 business days to review such notices and may even take longer in certain circumstances.Prospectus and fundraising: invariably ListCo will undertake a capital raising as part of a backdoor listing transaction in order to fund various future activities of AssetCo. ListCo must issue a prospectus to conduct a capital raising. The capital raising must be conducted at an issue price of at least $0.20 (although, subject to shareholder approval and an ASX waiver being granted, the issue price may be $0.02 (or more)). The prospectus needs to comply with the requirements of the Corporations Act 2001 (Cth) and the ASX Listing Rules, and guidance from ASIC and ASX, and will typically include various expert reports (for example, an investigating accountant’s report on financial information, a solicitor’s report on ownership of assets etc). In the context of backdoor listings, a key area of focus for ASIC at the moment is the disclosure of financial information in the prospectus. Additional financial information such as audited accounts for ListCo and the business it is acquiring for at least the three most recent financial years (or two-and-a-half years depending on the date of the prospectus), plus a pro forma showing the effect of the acquisition and offer on ListCo will usually be required.Meet ASX’s minimum spread requirement: a condition of re-admission is that ListCo must have at least 300 non-affiliated security holders, each of whom holds a parcel of ListCo’s main class securities that are not restricted securities (and that are not subject to voluntary escrow) with a value of at least $2,000.

Meet ASX’s free float requirement: a condition of re-admission is that ListCo must have a free float (ie. securities which are not subject to ASX imposed or voluntary escrow restrictions and held by non-affiliated security holders) at the time of its re-admission of not less than 20%.Meet the asset’s test or profits test: ListCo must meet either the assets test or the profits test.Assets test: (a) at the time of admission, ListCo must have net tangible

assets of $4 million or a market capitalisation of $15 million (AssetCo’s assets being acquired are included for the purposes of determining these figures);

(b) either:(i) less than half of its total tangible assets (after raising

any funds) are cash or in a form readily convertible to cash; or

(ii) it must have commitments consistent with its business objectives to spend at least half of its cash and assets readily convertible to cash; and

(c) ListCo’s working capital must be at least $1.5 million, or if not, at least $1.5 million if its budgeted revenue for the first full financial year that ends after listing was included in the working capital. This amount must be available after allowing for the first full year’s budgeted administration costs and the costs of acquiring any assets referred to in its prospectus.

Profits test: ListCo must:(a) be a going concern or a successor of a going concern;(b) have conducted the same main business activity during

the last 3 full financial years and through to the date it is admitted;

(c) have aggregated profits from continuing operations for the last 3 full financial years of at least $1 million; and

(d) have consolidated project from continuing operations for the 12 months to a date no more than 2 months before the date it applied for admission of at least $500,000.

AssetCo’s profits are included for the purposes of determining these figures. It is rare for a company seeking a backdoor listing to list via the profits test.

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BACKDOOR LISTINGS (CONT)

Historical financial information: to satisfy the assets test, ListCo must give ASX:(a) ListCo’s audited accounts for the last 2 financial years;(b) if the last full financial year ended more than 6 months and

75 days before ListCo applied for re-admission, ListCo’s audited or reviewed accounts for the half year (or longer period if available) from the end of the last full financial year;

(c) the following accounts in relation to any entity or business that was acquired by ListCo in the 12 months prior to applying for re-admission or which ListCo is proposing to acquire in connection with its re-admission application that is significant to ListCo:(i) audited accounts for the last 2 financial years for that

entity or business;(ii) if the last full financial year for that entity or business

ended more than 6 months and 75 days before ListCo applied for re-admission, ListCo’s audited or reviewed accounts for the half year (or longer period if available) from the end of the last full financial year for that entity or business; and

(d) a reviewed pro forma statement of financial position.

In exceptional circumstances, ASX may accept less than 2 financial years of audited accounts. ASX will be guided by ASIC in such circumstances.In each case above, the audit report or review must not contain a modified opinion, emphasis of matter or other matter ASX considers unacceptable. ASX has indicated that it will not accept a modified opinion or emphasis of matter that questions whether ListCo can continue as a going concern unless ASX is satisfied that capital proposed to be raised by ListCo in connection with its listing will be sufficient to remove that question. In such a case ASX may require the auditor or another expert to opine on whether the capital proposed to be raised is sufficient to enable the entity to continue as a going concern.Obtaining historical audited accounts for an entity or business that ListCo is proposing to acquire in connection with its re-admission application can be challenging if the accounts do not already exist. This is a key issue for many backdoor listing transactions, which ListCo should investigate as early as possible when considering a proposed acquisition that is likely to trigger the re-admission requirements.Directors must be of good fame and character: ASX must be satisfied that each director or proposed director of ListCo is of good fame and character. The application will require such things as a national criminal history check, a national personal bankruptcy check and a statutory declaration covering matters related to character.

Escrow: ListCo must comply with ASX’s escrow regime. Various categories of persons who hold ListCo securities at the time of reinstatement on ASX may be required to enter into escrow arrangements which restrict those securities being dealt with for a period of up to 24 months from the date of their issue or quotation.Corporate governance: ListCo must provide a statement disclosing the extent to which the entity will follow the recommendations set by the ASX Corporate Governance Council. To the extent the entity does not intend to follow any of the recommendations, it must state reasons why on an ‘if not, why not’ basis. Suspension of securities: according to ASX policy, ASX will only allow ListCo’s securities to resume trading after the announcement of a proposed backdoor listing transaction if the announcement contains sufficient information about the transaction for ListCo’s securities to trade on a reasonably informed basis. The specific information requirements are set out in ASX Guidance Note 12 and include information about:

+ parties to and the material terms of the transaction, and any regulatory approvals or waivers required for completion of the transaction;

+ AssetCo’s principal activities and business model, including key risks;

+ the impact of the transaction on ListCo’s capital and structure and likely effect on ListCo’s financial position and performance;

+ any person who will acquire control of, or voting power of 20% or more in, ListCo as a result of the transaction;

+ any proposed changes to ListCo’s board or senior management;

+ the financial accounts of AssetCo which will need to be provided by ListCo in its re-admission application under the assets test; and

+ whether AssetCo has issued securities in the preceding 6 months, or is proposing to issue securities, and the details of such issues.

Where ListCo does not meet the prescribed disclosure requirement in its announcement, its securities will be suspended from quotation and will remain suspended until: a supplementary announcement is given to ASX; ListCo has re-complied with ASX’s admission and quotation requirements; or ListCo has made an announcement that the transaction is no longer proceeding.

GILBERT + TOBIN - BACKDOOR LISTINGS

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The practical impact of this requirement is that ListCo will need to front-end some of the diligence in relation to AssetCo and its operations which it might have otherwise completed at the prospectus diligence stage. ListCo will need to consider if it will be in a position to disclose the financial accounts of AssetCo which it will need to give to ASX as part of satisfying the asset test mentioned above. Further, if AssetCo has resources or oil and gas projects, ListCo’s disclosures in relation to the geological information will need to comply with industry standards, including the JORC Code or SPE- PRMS, as applicable, and Chapter 5 of the ASX Listing Rules.Pre-emptive capital raisings and escrow requirements: ASX acknowledges that where ListCo is short of working capital, in the lead up to, or after the announcement of a proposed backdoor listing transaction, ListCo may need to issue securities to raise cash to cover the costs of getting a transaction to the stage of shareholder approval.Where such an issue occurs by way of a pro rata offer to existing shareholders, ASX is unlikely to classify the securities concerned as restricted securities. However, if the issue occurs by way of a placement (whether before or after the announcement of the proposed backdoor listing transaction), ASX will examine it carefully. If ASX forms the view that the cash raised constitutes seed capital (including promoter stock), ASX is likely to classify the securities as restricted securities (making them subject to the escrow requirements in Chapter 9 of the ASX Listing Rules).The listing decision: ASX has absolute discretion in deciding whether to admit or re-admit an entity to the official list and the quotation of its securities, and is not required to give any reasons for its decision in that regard. ASX may exercise its discretion not to admit, or re-admit, an entity to the official list even where the entity meets, or is expected to meet, the specific conditions set out in the ASX Listing Rules for listing and quotation. Examples of where ASX may do so include: (a) ASX has concerns that the applicant’s structure, business,

financial condition, governance arrangements, board or management may not be suitable for an entity listed on the ASX;

(b) the applicant is established or has its main business operations in an emerging or developing market and ASX has concerns about the regulatory environment in that market;

(c) ASX has concerns about the genuineness of the applicant’s interest in accessing the Australian equity market;

(d) ASX is not satisfied with the qualifications and experience of: (i) the auditor who provided an audit report for, or

conducted a review of, the applicant’s accounts included with its listing application;

(ii) the auditor or investigating accountant who conducted a review of the applicant’s pro forma statement of financial position included with its listing application; or

(iii) any other expert or professional adviser providing a report included in the applicant’s prospectus or otherwise providing services to the applicant in relation to the listing/relisting;

(e) ASX has had prior unacceptable dealing with the applicant or a director, promoter, broker, auditor, investigating accountant, expert or professional adviser involved in the application;

(f) the applicant has not engaged legal and/or accounting advisers to assist it with the preparation of its prospectus, giving rise to potential concerns about the quality of that document and the due diligence supporting it;

(g) the applicant has not engaged a broker or other financial adviser to assist it with its capital raising, giving rise to potential concerns about the applicant’s ability to meet ASX’s minimum spread requirements without using artificial means;

(h) ASIC or another corporate regulator has expressed concerns to ASX about the admission, or readmission, of the applicant to the official list;

(i) the applicant has been denied admission to the official list of another exchange; or

(j) ASX otherwise has concerns that admitting (or readmitting) the applicant to the official list may put at risk the reputation of the ASX market as one of quality and integrity.

*Please note that this document provides a general overview. Legal advice should be sought before relying on any information contained in this overview and it is not to be distributed other than to the intended recipient.

BACKDOOR LISTINGS (CONT)

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G+T EXPERIENCE

BACKDOOR LISTINGS

+ AQUIS ENTERTAINMENT GROUP on its $32m backdoor listing and acquisition by Discovery Resources Limited and re-listing on ASX

+ LIVETILES on its $57m backdoor listing and acquisition by Modun Resources Limited and re-listing on ASX as LiveTiles Limited

+ GRAYS on its $440 million backdoor listing and acquisition by Mnemon Limited and re-listing on ASX to create Grays Ecommerce Group Limited

+ MARETERRAM LIMITED on the backdoor listing and acquisition of Nor-West Seafoods and a food services business as well as the $34m equity and debt raisings and re-listing on the ASX

+ THE IWEBGATE BOARD on the $25m backdoor listing of iWebGate Technology Limited and acquisition by My ATM Holdings Limited

+ LION ENERGY on its $10m re-compliance listing on the ASX

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