guidance note 2 listing applications - equity securities · 2.3 the terms ‘listing’ and...

ASIA PACIFIC STOCK EXCHANGE

GUIDANCE NOTE 2

LISTING APPLICATIONS - EQUITY SECURITIES

December 2015

ASIA PACIFIC EXCHANGE GUIDANCE NOTE 2 – LISTING APPLICATIONS – EQUITY SECURITIES DECEMBER 2015

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Table of Contents

OVERVIEW........................................................................................................................................................................... 3

1. INTRODUCTION ........................................................................................................................................................ 3 2. DEFINITIONS ............................................................................................................................................................ 3 3. DISCUSSIONS WITH APX IN ADVANCE OF APPLICATION .......................................................................................... 3 4. THE ADMISSION APPLICATION ................................................................................................................................. 4

‘PATHFINDER’ SECURITY OFFER DOCUMENTS .................................................................................................. 5 5. WHEN IS A LISTING APPLICATION TO BE LODGED WITH APX? .................................................................................. 7 6. INITIAL LISTING FEES ............................................................................................................................................... 7 7. APX LISTING ELIGIBILITY REQUIREMENTS ............................................................................................................... 8

APPROPRIATE STRUCTURE & OPERATIONS ...................................................................................................... 8 CONSTITUTION ................................................................................................................................................... 8 SECURITY OFFER DOCUMENT ........................................................................................................................... 8 INFORMATION MEMORANDUM ......................................................................................................................... 10 TYPES OF SECURITIES TO BE QUOTED ........................................................................................................... 11 NUMBER OF SECURITIES TO BE QUOTED ........................................................................................................ 12 MINIMUM SPREAD ............................................................................................................................................ 13 NET TANGIBLE ASSETS OR MARKET CAPITALISATION .................................................................................... 14 FINANCIAL STATEMENTS ................................................................................................................................. 14 RESTRICTED SECURITIES ................................................................................................................................ 15 COMMUNICATION BETWEEN LISTEES AND APX .............................................................................................. 17 CORPORATE GOVERNANCE ............................................................................................................................ 17

8. USE OF APXCONNECT ............................................................................................................................................ 18 9. THE APX LISTING DECISION ................................................................................................................................... 18 10. DOCUMENTS RELEASED TO THE APX MARKET ...................................................................................................... 20 11. REQUESTS FOR ADDITIONAL INFORMATION BY APX ............................................................................................. 21 12. QUARTERLY CASH REPORTS ................................................................................................................................. 21 13. OTHER CONSIDERATIONS ..................................................................................................................................... 21

EMERGING MARKET LISTEES ........................................................................................................................... 21 ASIC CLASS ORDERS – ALL APPLICANTS ......................................................................................................... 22 ASIC CLASS ORDERS – MANAGED INVESTMENT SCHEMES ............................................................................ 23


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OVERVIEW

1. INTRODUCTION

1.1 This guidance note is intended to assist applicants seeking admission to the official list of APX as a listee of equity securities 1 , and to inform applicants of APX’s expectations in relation to listing applications.

1.2 This guidance note does not deal with applications for admission to the official list of APX for listees of fixed interest securities or international exempt listees2.

1.3 An open and pragmatic working relationship between APX and applicants is vital to the integrity and efficiency of the APX market. APX encourages applicants to work closely with it to promote investor confidence and ensure that the process of being admitted to the official list is as seamless as possible.

2. DEFINITIONS

2.1 Terms that are not specifically defined in this guidance note, but are given a particular meaning in the listing rules, have the meaning given in the listing rules.

2.2 Terms and definitions used within this guidance note:

“Act” means the Corporations Act 2001 (Cth).

“APX Supervision” means the supervisory division of APX that is responsible for listee, sponsor and market participant supervision.

“Guidance Note” means this document.

“Market” means the financial market operated by APX.

“Security Offer Document” means a disclosure document or product disclosure statement (PDS), as those terms are defined in the Act.

2.3 The terms ‘listing’ and ‘quotation’ are used equally throughout the listing rules and this Guidance Note. The term ‘listed’ is defined in the Act. The concept of listing applies to the listee admitted to the official list. The concept of ‘quotation’ applies to financial products (ie., equity securities, etc) issued by listees.

3. DISCUSSIONS WITH APX IN ADVANCE OF APPLICATION

3.1 Before submitting an application for admission to the official list, APX recommends that applicants first discuss the application with APX Supervision at the earliest opportunity. APX Supervision will be able to provide general advice on the APX listing process and give a preliminary view on:

(1) whether the applicant’s structure and operations are appropriate pursuant to listing rule 4.18;

(2) whether any securities that have non-standard terms are likely to meet listing rule 6.1, such that APX is satisfied that the terms of those securities are appropriate and fair;

1 Listing rules 4.1 to 4.29, 4.34 to 4.37 and 4.40 set out the requirements for an applicant to be admitted to the official list as a listee of equity securities. Chapter 5 of the listing rules sets out the requirements for the quotation of a listee’s securities. 2 Listing rule 4.30 sets out the main requirements for an applicant to be admitted to the official list as a listee of fixed interest securities. Listing rule 4.31 sets out the main requirements for an applicant to be admitted to the official list as an international exempt listee.


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(3) the likely application of chapter 21 of the listing rules in relation to any restricted securities;

(4) any proposed waiver request of the listing rules that the applicant may make in conjunction with its application, and the likelihood of that waiver being granted by APX;

(5) the merits of the applicant seeking ‘in-principle advice’ in relation to a waiver from a listing rule, or seeking a clear ruling from APX in relation to the operation, or interpretation, of a certain listing rule;

(6) the use of APX trading codes, and the process of reserving a suitable code for the applicant; and

(7) the expected timeframe for listing, given the nature, size and complexity of the application, the current workload of APX Supervision, and whether the applicant is proposing to utilise a ‘pathfinder’ security offer document3.

4. THE ADMISSION APPLICATION

4.1 To apply for admission an applicant, pursuant to listing rule 4.15, must complete an Appendix 4-1 and submit it to APX. An editable version of the Appendix 4-1 can be downloaded on the APX website4. The Appendix 4-1 is split into three parts:

(1) Part 1: Application for Admission to the Official List: the applicant applies for admission to the official list and for quotation of its main class (and possibly other classes) of securities.

(2) Part 2: Agreement: the applicant agrees to certain fundamental matters (ie., that it will comply with the listing rules); and

(3) Part 3: Information to be Completed: the applicant provides information about itself, the securities to be quoted, its capital structure, its financial position and other information to confirm compliance with APX’s admission criteria.

4.2 The application must be properly completed, dated and executed by the applicant. All of the documents referred to in the application / Appendix 4-1 that are able to be lodged at the time of the application must also be submitted to APX. This includes a copy of the applicant’s security offer document (ie., a prospectus) that has been lodged with ASIC5.

4.3 If the applicant is seeking a waiver from, or ‘in-principle advice’ about the application of, any listing rule, the application should also include a letter from the listee, or its sponsor, detailing the waiver or advice sought, as well as providing full and relevant information in support of the waiver or ‘in-principle’ advice request.

4.4 APX may reject or defer consideration of an application for listing that is incomplete, not properly executed or is not accompanied by all of the documents and information required for that application.

4.5 APX Supervision aims to process applications for admission to the official list as quickly as it reasonably can. For a typical listing (with no unforeseen listing rule requirement issues, or a high level of complexity) it is APX’s service target to process an application within four to six weeks – from the time a full and complete

3 For more information relating to the use of ‘pathfinder’ security offer documents, refer to paragraphs 4.11 to 4.15 below. 4 It is available at: http://www.apx.com.au/APX/Public/EN/Listings/Listing_Rules.aspx 5 If APX has agreed that the applicant may lodge an information memorandum in lieu of a security offer document, a completed information memorandum is to be submitted to APX.

http://www.apx.com.au/APX/Public/EN/Listings/Listing_Rules.aspx


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application and supporting documentation is lodged with APX, through to when APX decides whether or not to admit the applicant to the official list and quote the listees’ securities. For more complicated listings, it may take APX longer to process a listing application.

4.6 APX Supervision will also aim to process listing applications within a timeframe that is consistent with the timetable outlined in the applicant’s security offer document, which will have been issued by the applicant in connection with its application for admission to the official list. If an applicant intends to specify in its security offer document a timetable for listing that is shorter than usual, APX expects the listee to discuss this proposed timetable with APX Supervision at the earliest opportunity to see if it can be accommodated.

4.7 As intimated in paragraph 4.5, there are a number of reasons why it may take APX longer to process a listing application. One such reason is that new, or novel, issues are raised in relation to the applicant’s structure and operations satisfying listing rule 4.18.

4.8 Another reason is that the number and/or complexity of waivers requested by the applicant create a longer listing application process. If an applicant has an unusual or complex corporate, or capital, structure, or an applicant intends to apply for a large number of waivers, APX expects the applicant to discuss this with APX Supervision at the earliest opportunity to determine what impact this will have on the applicant’s timetable for listing. Depending on the subject matter, APX Supervision may encourage the applicant to seek ‘in-principle’ advice from APX prior to lodging its application for admission.

4.9 In circumstances where an applicant is making an offer of securities that is subject to a minimum subscription condition, APX will usually not finalise its admission decision until the applicant has advised APX, in writing, that the minimum subscription condition has been met. Similarly, where an applicants’ offer of securities is fully underwritten, APX’s admission decision is likely to be finalised earlier than if the offer is not underwritten.

4.10 The time it takes APX to process a listing application is very much a function of the quality and completeness of the application. The better and more complete an application, the more swiftly and efficiently APX will be able to process it. APX encourages applicants, therefore, to engage professional advisers, including sponsors, who are experienced in listing applications, and seek their advice and assistance in preparing their listing application. For further guidance on the involvement of sponsors throughout the listing process, refer to Guidance Note 1 – Sponsor Framework.

‘PATHFINDER’ SECURITY OFFER DOCUMENTS

4.11 In normal circumstances, APX will not commence its review of a listing application until the applicant has filed its security offer document with ASIC, and the applicant has subsequently lodged the security offer document with APX as part of its listing application. This may typically result in the APX listing decision being relayed to the applicant approximately four weeks later, with admission to the official list and quotation of the applicant’s securities occurring after that, once all conditions for admission and quotation have been met by the applicant.

4.12 Where a listee, however, proposes to utilise a ‘pathfinder’ security offer document in accordance with section 734(9) of the Act6, APX may bring forward its review of the listing application, such that most of the work involved in assessing the listing application is completed prior to the applicant formally lodging its final

6 A ‘pathfinder’ security offer document is a document which does not seek subscriptions, but is designed to facilitate the pricing of securities proposed to be offered under, or for settling the contents of, the security offer document. Section 734(9) allows for a ‘pathfinder’ prospectus to be circulated to prospective underwriters, brokers, sophisticated investors and professional investors.


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security offer document with ASIC. The aim of this is to bring forward the date of admission to the official list of the applicant to approximately two weeks after the date of lodgement of the final security offer document with both ASIC and APX.

4.13 Before submitting an application for admission to the official list that is to utilise a ‘pathfinder’ security offer document, APX recommends that applicants first discuss such an application with APX Supervision at the earliest opportunity to ensure that APX is agreeable to the utilisation of a ‘pathfinder’ security offer document, and that the applicant’s proposed timetable is acceptable to APX.

4.14 If APX agrees to bring forward the listing application process, the applicant is to lodge the following with APX, no less than 4 weeks before the lodgement of the formal security offer document with ASIC and APX:

(1) Its ‘pathfinder’ security offer document;

(2) A draft of its Appendix 4-1;

(3) The drafts or final versions of all supporting information and documents required in support of the draft Appendix 4-1;

(4) Any waiver requests relating to the listing rules; and

(5) Payment of the initial listing fee.

4.15 If, in addition, the applicant is also seeking ‘in-principle’ advice, any request for such advice must be lodged with APX at least 4 weeks before the lodgement of the ‘pathfinder’ security offer document and draft Appendix 4-1 with APX.

4.16 On the date of formal lodgement of the final security offer document with APX, the applicant is also required to lodge the following with APX:

(1) A properly completed, dated and executed Appendix 4-1, together with a mark-up showing any changes that were made to the draft Appendix 4-1. APX expects there to be changes to the Appendix 4-1, as for example, the applicant will not know the final details relating to pricing and its capital structure at the time of issue of the ‘pathfinder’;

(2) A copy of the final security offer document lodged with ASIC, together with a mark-up showing any changes that were made to the ‘pathfinder’ security offer document lodged with APX;

(3) Final versions of all supporting information and documents that were lodged in support of the draft Appendix 4-1, together with any mark-up showing changes that were made to those draft documents lodged with APX; and

(4) A written statement from the applicant confirming that there are no material changes to the Appendix 4-1, security offer document or supporting documents compared to the draft documents lodged earlier with APX. This will likely need to include confirmation from the listee that there are no material changes to the terms of the offer of securities by the listee, and that ASIC has not taken action under section 739 of the Act.


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4.17 It is important to note that pursuant to listing rule 4.1, APX must be satisfied that the applicant will comply with the listing rules. If, for any reason APX is not able to come to such a view on the information available to it at the time (ie., by way of a ‘pathfinder’ security offer document), then APX may defer7 a decision in relation to a listing application, until such time that the applicant has formally lodged8 the final security offer document with ASIC and APX, and the security offer document has progressed through the 7 day review expiry period available to ASIC9.

5. WHEN IS A LISTING APPLICATION TO BE LODGED WITH APX?

5.1 APX expects most applicants to issue a security offer document in conjunction with its listing application. The Act imposes strict timing requirements as to when the listing application must be lodged with APX, and when quotation of its securities is to be completed by.

5.2 In the case of a listee’s securities to be quoted by APX that are offered by way of a security offer document, section 723(3)10 of the Act requires that:

“If a [security offer document] for an offer of securities states or implies that the securities are to be quoted on [APX] and:

(a) an application for the admission of the securities to quotation is not made within 7 days after the date of the [security offer document]; or

(b) the securities are not admitted to quotation within 3 months after the date of the [security offer document];

then:

(c) an issue or transfer of securities in response to an application made under the [security offer document] is void; and

(d) the persons offering the securities must return the money received by the person from the applicants as soon as practicable.

5.3 An applicant should liaise with its professional advisers, including if relevant, its sponsor, to ensure that its application for admission to the official list and quotation of its securities is lodged with APX in time to satisfy the above time limit. If it becomes apparent that the applicant may not be able to meet the time limit above, APX recommends that the applicant, or its sponsor, immediately contact ASIC, being the body which administers the Act, to discuss what remedies may be available. APX would expect that in this circumstance, the applicant would keep APX informed about the progress and outcome of any discussions with ASIC.

6. INITIAL LISTING FEES

6.1 In accordance with chapter 25 of the listing rules, and the APX Schedule of Fees11, an applicant applying for admission to the official list must pay the applicable listing fee. This payment must be made at the same time an applicant lodges its listing application.

7 APX would likely defer a decision in this circumstance where it has formed the view that it did not possess enough information to make a final listing decision, and the process could only be completed by the applicant formally lodging its final security offer document with ASIC. 8 Section 727(a) of the Act sets out the requirement for a security offer document to be lodged with ASIC. 9 As set out in section 727(3) of the Act. 10 Section 1016D of the Act provides for the same requirement in relation to a product disclosure statement for managed investment schemes.


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6.2 An applicant is required to apply for quotation of, and pay the initial listing fee for, the maximum number of securities that can be quoted12. If the number of securities that is eventually quoted is less than the number of securities originally applied for by the applicant, APX will rebate any refund against the first annual listing fee.

7. APX LISTING ELIGIBILITY REQUIREMENTS

APPROPRIATE STRUCTURE & OPERATIONS

7.1 Listing rule 4.18 requires that all applicants seeking admission to the official list have a structure and operations that are appropriate for a listee. In assessing whether an applicant/listee meets this requirement, APX will have regard to the principles of the listing rules (which are set out in chapter 1 of the listing rules).

7.2 Issues can arise under listing rule 4.18 where an applicant’s capital structure has a disproportionately large number of securities on issue that are not fully paid ordinary securities (for example, partly paid securities, preference securities, options or convertible securities) compared to the number of fully paid ordinary securities on issue. APX views this as likely to confuse investors and cause difficulties in valuing a listee’s securities. Similar issues can arise if there are a large number of unquoted securities relative to the number of quoted securities.

7.3 Issues can also arise under listing rule 4.18 where an applicant’s main business operations are conducted by way of a joint venture, and the joint venture agreement gives another joint venture entity disproportionate representation on the joint venture governing body (or that entity is provided disproportionate business and/or governance decision-making powers).

7.4 APX will also have regard to any management agreements that the applicant has entered into or is proposing to enter into. For example, APX will utilise listing rule 4.18 to consider any term limitations to management agreements for investment entities, as well as its application to infrastructure, energy and property funds.

7.5 Listing rule 4.19 requires that the applicants’ primary business activity as at the date of the application must be substantially the same as it was during the last 3 financial years, unless APX determines otherwise.

CONSTITUTION

7.6 An applicant’s constitution is required to include the provisions of listing rule 4.21. These provisions include pro forma constitutional provisions intended to ensure that if there is any inconsistency between an applicant’s / listee’s constitution and the listing rules, the listing rules will prevail.

SECURITY OFFER DOCUMENT

7.7 Listing rule 4.23 requires an applicant seeking admission to the official list to issue a security offer document and lodge it with ASIC. It is common practice, both within Australia and internationally, for applicant’s seeking admission to an exchange’s official list to undertake an offer of securities to raise capital and/or satisfy minimum spread requirements. APX utilises listing rule 4.28 in a similar way, and it is

11 The APX Schedule of Fees is available on the APX website at: http://www.apx.com.au/APX/Public/EN/Listings/Fees.aspx. This Schedule outlines the method of payment, and provides guidance on how to calculate the initial listing fees. 12 Not including quoted options, where no initial listing fee is payable. Securities arising from the exercise of options will be subject to subsequent listing fees upon exercise and quotation on APX. If the options are not exercised, no subsequent listing fee is payable.

http://www.apx.com.au/APX/Public/EN/Listings/Fees.aspx


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expected that it will be by way of an offer13 undertaken by way of a security offer document that an applicant will satisfy this listing rule.

7.8 Section 71014 of the Act requires a security offer document to set out all the information:

(1) that investors and their professional advisers would reasonably require, and reasonably expect to find in the security offer document,

(2) to allow an informed assessment of the rights and liabilities attaching to the securities; and

(3) to allow an informed assessment of the listee’s assets and liabilities, financial position and performance, profits and losses and prospects.

7.9 The Act also imposes significant liabilities on the issuer of a security offer document, and its directors and promoters, if the security offer document is deficient.

7.10 A copy of the applicant’s security offer document, as lodged with ASIC, must accompany the listing application and will be released by the APX Announcements Office in advance of the applicant being admitted to the official list. The rationale for the release of the security offer document to the market is so that the market receives an adequate level of pre-quotation disclosure for there to be an informed secondary market in the applicant’s/listee’s securities upon quotation.

7.11 It is APX policy to not stipulate what information is to be included in a security offer document. Instead, it is a requirement of the applicant, and its professional advisers (including a sponsor), to both understand and meet its disclosure obligations and liabilities under the Act. APX will also not pre-vet or provide comments to an applicant in relation to the contents of a draft or ‘pathfinder’ security offer document.

7.12 Although it is APX policy to not stipulate what information is to be included in a security offer document15, APX expects that much of the information referred to, and required by the Appendix 4-1, will be included in an applicant’s security offer document, on the basis that this is material information for investors, and that this information will assist the applicant in satisfying APX that it meets the various eligibility requirements of the listing rules. To the extent that any relevant information required by Appendix 4-1 is not contained in a security offer document, APX may require that information to be disclosed to the market as pre-quotation disclosure.

7.13 APX will review the final version of the applicant’s security offer document that accompanies the listing application, and if it has any concerns about the quality of the information in the security offer document, it will take those concerns into account when determining whether or not the applicant is admitted to the official list. APX may also raise these concerns with ASIC 16 , being the regulator responsible for administering the laws relating to security offer documents.

13 This requirement applies even in circumstances where an applicant intends to conduct an offer only to wholesale investors (who normally do not require a security offer document to be issued to them under the Act). An offer of securities in advance of, or in conjunction with, a listing on APX will almost always attract section 707(3) of the Act. This will, importantly, require the production and issue of a security offer document in any event. 14 For the content requirements of a product disclosure statement relating to a managed investment scheme, please refer to section 1013C of the Act. 15 Applicants need also to be aware that there may be relevant professional codes, such as the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the ‘JORC Code’) and the Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (the ‘Valmin Code’), which contain requirements that may impact on the content of a security offer document. 16 APX has an obligation, pursuant to section 792(B)(2)(c) of the Act, to refer to ASIC any suspected contravention of the Act.


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7.14 Where an applicant does undertake an offer of securities in conjunction with its listing application, APX expects the funds raised to be sufficient to meet the objectives stated in its security offer document. Any capital raising conducted shortly after admission of the applicant to the official list may attract the application of chapter 16 of the listing rules, and may require the listee to re-comply with chapters 4 and 5 of the listing rules17. APX may also require a detailed explanation having regard to the working capital statement submitted by the applicant’s sponsor under listing rule 3.22 to APX.

INFORMATION MEMORANDUM

7.15 Under listing rule 4.23, APX may, in its absolute discretion, agree to accept an information memorandum in lieu of a security offer document. APX expects, however, that unless there is a good reason to do otherwise, a security offer document be used for an IPO and for secondary trading purposes. As such, APX would normally only allow an information memorandum to be used in one of the following circumstances:

(1) An applicant applying for admission to the official list is a successor entity to an existing listee, and the applicant/listee is undergoing some form of reconstruction and has no need to undertake an offer of securities in conjunction with its listing application (either to raise capital and/or to meet APX’s minimum spread requirements in listing rule 4.28);

(2) The applicant is undertaking a compliance listing (for example, it is seeking to migrate to the official list of APX from another regulated exchange’s official list) and has no need to undertake an offer of securities in conjunction with its listing application (either to raise capital and/or meet APX’s minimum spread requirements in listing rule 4.28); or

(3) The applicant is a government-owned body that is being privatised and is making an offer of securities which is not subject to the security offer document requirements of the Act18.

7.16 If APX agrees to accept an information memorandum in lieu of a security offer document, the information memorandum must meet the content requirements set out in sections 80 to 96 of Appendix 4-1. These include:

(1) If the applicant is a company, a statement that the information memorandum contains all the information that would be required under section 710 of the Act if the information memorandum were a prospectus offering for subscription the same number of securities for which quotation will be sought;

(2) If the applicant is a managed investment scheme, a statement that the information memorandum contains all the information that would be required under section 1013C of the Act if the information memorandum were a product disclosure statement offering for subscription the same number of securities for which quotation will be sought;

(3) A statement that the applicant has not raised any capital for the three months before the date of issue of the information memorandum and will not need to raise any capital for three months after the date of issue of the information memorandum;

(4) The signature of every director, and proposed director, of the applicant; and

17 Further guidance in relation to this topic will be found in a future APX guidance note on “Significant Changes to Activities”. 18 Pursuant to section 5A of the Act.


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(5) A statement that the applicant will issue a supplementary information memorandum if it becomes aware of any of the following between the date of issue of the information memorandum and the date the applicant’s securities are quoted or reinstated:

(a) A material statement in the information memorandum is false and misleading;

(b) There is a material omission from the information memorandum;

(c) There has been a significant change affecting a matter included in the information memorandum; or

(d) A significant matter has arisen and it would have been required to be included in the information memorandum.

7.17 In addition to the requirements set out in the above paragraph, APX will not contemplate the use of an information memorandum (particularly in the context of a compliance listing) if the applicant does not lodge the following as part of its listing application:

(1) Any security offer document that was used for offers of securities by the applicant in the 12 months prior to the listing application;

(2) Any documents, as pre-quotation disclosure, that would be required to be disclosed by the applicant over the past 12 months, as if the applicant was already obliged to comply with listing rule 11.1; and

(3) A fully compliant Corporate Governance statement19.

7.18 If an applicant intends to lodge an information memorandum with APX, instead of a security offer document, APX expects the applicant to discuss this with APX Supervision well in advance of the lodgement of the listing application. APX does not take into account submissions to the effect that costs relating to the use of a security offer document will in any way warrant the use of an information memorandum.

TYPES OF SECURITIES TO BE QUOTED

7.19 Listing rule 5.2 requires an applicant seeking admission to the official list to apply for and be granted quotation of all the securities in its main class of securities. An applicant may also apply for the quotation of other classes of its securities.

7.20 The main class of securities will usually be, for a company, its fully paid ordinary shares and for a managed investment scheme, its fully paid ordinary units.

7.21 Listing rules 5.3 to 5.8 sets out the main conditions that must be satisfied for quotation of the main class of securities of an applicant seeking admission to the official list, and include the following:

(1) The terms of the securities must comply with chapter 620 of the listing rules;

(2) The issue or sale price of the securities must be at least 5 cents in cash21;

19 Pursuant to listing rules 4.5 and 15.3(b), and listing rule procedure 15.3. 20 Listing rule 5.7(a). Chapter 6 of the listing rules set out the rights and obligations that must be attached to an applicant’s/listee’s securities (both quoted and unquoted).


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(3) If the securities are partly paid securities, there must be a defined call program;

(4) The securities must be freely transferable on the APX market; and

(5) The securities must conform with the Act, be duly issued in accordance with the applicant’s constitution, satisfy any necessary statutory or other consents and be subject to no stamp duty or similar impost or duty.

7.22 For an applicant applying for admission to the official list seeking quotation of classes of securities in addition to its main class of securities, those additional classes of securities must meet the requirements of listing rule 5.16, which include the following:

(1) The terms of the securities must comply with chapter 6 of the listing rules;

(2) If there are any restricted securities, the applicant must have complied with chapter 21 of the listing rules;

(3) If the securities are partly paid securities, there must be a defined call program setting out the date and amount of each proposed call;

(4) If the securities are fixed interest securities or convertible fixed interest securities, a copy of the documents setting out the terms of the securities must have been submitted to APX;

(5) If the securities are options issued on the exercise of other options, the other options must have expired, or have all been exercised.

7.23 One of the primary rules of chapter 6 of the listing rules is that the terms that apply to each class of equity security of a listee (both quoted and unquoted) must, to the satisfaction of APX, be appropriate and fair, taking into account voting and other rights. In assessing whether this rule is met, APX will have regard to the principles on which the listing rules are based (as set out in the introduction to the listing rules), and the fairness and proportionality of the various rights and obligations attaching to the different classes of securities in the listee.

7.24 APX recommends that an applicant seeking admission to the official list that has issued, or proposes to issue, securities that will have unusual terms should consult with APX at the earliest opportunity regarding whether those terms meet the requirements set out in chapter 6 of the listing rules.

NUMBER OF SECURITIES TO BE QUOTED

7.25 At the time of an applicant’s listing application the applicant may not know the exact number of securities in any particular class that is to be quoted. For example, due to APX classifying some securities as restricted securities, these securities may not be quoted at the time of admission to the official list. Another frequent circumstance is where an applicant offers securities by way of a security offer document that allows for over-subscriptions under the offer. Applicants, in this circumstance, may not know the level of over-subscriptions it will receive and accept under the offer.

21 Listing rule 5.7(b). This condition does not apply to restricted securities and securities issued under an employee incentive scheme, which may still be quoted (in the case of restricted securities, after the restriction period ends) even though they are issued or sold for a price less than 5 cents.


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7.26 To meet listing rule 5.2 and to avoid any legal issues that might arise under sections 723(3) or 1016D of the Act, an applicant is required to apply for quotation of, and pay the initial listing fee for, the maximum number of securities that can be quoted. This means that where an applicant anticipates that APX will categorise some of its securities as restricted securities (and therefore not quote them until the restriction period lapses22), the applicant should include all of those securities in the number of securities for which quotation is sought. In the same fashion, if a listee’s security offer document allows for over-subscriptions, the number of securities for which quotation is sought in the application should include the maximum amount of over-subscriptions that can be accepted under the offer.

MINIMUM SPREAD

7.27 Listing rule 4.28 requires an applicant, seeking to be admitted to the official list as an issuer of equity securities, to meet APX’s minimum spread requirements. To meet these requirements, the applicant must have at least:

(1) 50 security holders each with a holding of the main class of securities with a value of at least $2,000 (excluding restricted securities); and

(2) 25% of its main class of securities held by security holders who are not related parties of the applicant (excluding restricted securities).

7.28 Without the above two limbs of listing rule 4.28 being met, an applicant/listee may not be able to meet listing rule 4.28(c), which requires an applicant/listee to maintain sufficient spread of securities to promote liquidity in its stock.

7.29 APX will not accept security holdings obtained by artificial means in determining whether an applicant has met the minimum spread requirements. APX regards the following as ‘artificial’ for these purposes:

(1) The giving away of securities;

(2) The offer of non-recourse loans to prospective purchasers to acquire securities;

(3) The sale of investor addresses for the purposes of building a book in the securities; and

(4) The splitting of beneficial holdings of securities across multiples trustees, nominees or family members.

7.30 Unless satisfactory evidence is provided to the contrary, APX will assume that any more than two holdings registered at the same address will be caught within the last category above.

7.31 APX may require evidence that an applicant has achieved the minimum spread without using artificial means. This may include, apart from the usual APX request for the applicants’ share register, to provide copies of bank statements, applicant forms and cheques.

7.32 There is no specific requirement in the listing rules for a minimum number of Australian-resident security holders. APX does, however, encourage applicants/listees to have at the time of their admission to the official list, a genuine number of security holders resident in Australia with security holdings of at least $2,000 in value, to promote genuine local investor interest and liquidity in its securities.

22 See listing rule 5.15.


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7.33 To this end, APX may, in circumstances where it is not satisfied that a listee will maintain sufficient spread of securities to promote liquidity in its securities, exercise its discretion under listing rule 4.5 to require a minimum number of Australian resident security holders with a minimum size or value of security holding as a condition of admission.

NET TANGIBLE ASSETS OR MARKET CAPITALISATION

7.34 Listing rule 4.29 requires an applicant seeking to be admitted to the official list as an issuer of equity securities, to have at the time of admission:

(1) Net tangible assets of at least $2 million after deducting the costs of any fund raising; or

(2) A market capitalisation of at least $2 million.

7.35 In addition, the applicant must:

(1) have working capital23 which is:

(a) at least $300,000;

(b) sufficient for its immediate requirements;

(c) 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:

a. Administration costs;

b. Director’s fees; and

c. The 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.

(2) be a going concern.

FINANCIAL STATEMENTS

7.36 All applicants seeking admission to the official list must submit to APX each of the following:

(1) its financial statements, in respect of at least the last three years, which have been prepared and independently audited pursuant to listing rule 1.1524;

23 Listing rule 3.22 sets out a sponsor’s obligation in relation to providing a written report confirming the applicant’s working capital position.


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(2) a reviewed pro forma statement of financial position, together with the review, unless APX agrees that the pro forma statement of financial position is not needed25.

7.37 Financial statements relating to a period of less than three years may be accepted if APX is satisfied, pursuant to listing rule 4.26(a), that investors have the necessary information to arrive at an informed judgement concerning the applicant and its securities. APX may, for example, be satisfied where the applicant has been in existence for less than three years, and it is only due to its limited lifespan that the applicant does not have the minimum three years of financial statements.

7.38 APX interprets listing rule 4.25(a) such that, subject to listing rule 4.26, if the last full financial year ended more than 6 months before the applicant applied for admission to the official list, audited financial statements for the last half year (or longer period if available) from the end of the last full financial year should be submitted to APX.

RESTRICTED SECURITIES

7.39 Applicants seeking admission to the official list that have issued restricted securities before being admitted to the official list are required to comply with chapter 21 of the listing rules. That chapter requires an applicant/listee to execute a restriction agreement in the prescribed form set out in Appendix 21-1 for each holder (and each controller) of the restricted securities.

7.40 In addition, listing rule 17.10 requires an applicant seeking admission to the official list that has acquired an unproven asset from a related party of the applicant, or a ‘promoter’ as set out in Appendix 21-2, in the two years before the date of the application, to have issued restricted securities as the consideration for the acquisition unless26 the consideration was reimbursement of expenditure incurred in developing the unproven asset.

7.41 Restricted securities are placed in escrow and are not quoted by APX for a specified period of time. This prohibits the transfer of ownership or control of the restricted securities during that period.

7.42 Appendix 21-1 sets out the prescribed form of the restriction agreement27 . These are standard form agreements and APX will not agree to any changes. Any edits to a restriction agreement are to be confined to inserting the date of the agreement, the details of (and an appropriate execution clause for) the various parties, and the details of the restricted securities.

7.43 An applicant that expects to have any securities classified as restricted securities should include with its application a table28 setting out its securities’ details. This ‘APX Securities Table’ should include the following details in respect of each class of securities on issue (ie., ordinary shares, preference shares, performance securities, options, convertible securities etc):

(1) The full name of the security holder;

(2) The security holder’s relationship with the applicant (ie., director, promoter, seed capitalist etc);

(3) The total number of securities held by the security holder;

24 See listing rule 4.25(c) and (d). 25 See listing rule 4.27. 26 Restricted securities do not need to be used as consideration for such an acquisition in circumstances where APX, pursuant to listing rule 21.6, takes the view that the applicant/listee does not need to apply the restricted securities provisions of chapter 21. 27 An editable version is available for download at : http://www.apx.com.au/APX/Public/EN/Listings/Listing_Rules.aspx 28 An editable version of the table can be downloaded at: http://www.apx.com.au/APX/Public/EN/Listings/Listing_Rules.aspx




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(4) The number of restricted securities, as estimated by the applicant (providing the reasoning why, if applicable);

(5) The date of issue of the restricted securities (if a security holder has been issued securities on more than one occasion, details of each issue should be outlined separately);

(6) The issue price of each security;

(7) The nature of the consideration given by the security holder for the restricted securities (ie., cash, assets, services etc - stating the amount of cash and describe the assets and services, as applicable);

(8) The reason for classifying the securities as restricted securities, including a reference to the applicable clause in Appendix 21-2.

7.44 In circumstances where restricted securities have been transferred after issue, the ‘APX Securities Table’ is to also include information in respect of the transferor29.

7.45 It will greatly assist APX in processing an application for admission to the official list if the ‘APX Securities Table’ is separated into different categories of restricted securities, based on the category of security holder. Using the categories set out in Appendix 21-2, the categories could be as follows:

(1) Related party or promoter seed capitalists (clause 1);

(2) Unrelated seed capitalists (clause 2);

(3) Related party or promoter vendors (clause 3);

(4) Unrelated vendors (clause 4);

(5) Promoters or professional consultants (with consideration other than seed capital) (Clause 5);

(6) Participants of employee incentive schemes (clause 6);

(7) Transferees (clause 7).

7.46 When entering information relating to unrelated capitalists and unrelated vendors, it is helpful if they are listed in chronological order (as, for these categories, the 12 month restriction period begins on the day of the securities being issued).

7.47 Please note that changes to the information contained in the ‘APX Securities Table’ (for example, as a result of transfers of restricted securities) following lodgement of an application for admission to the official list may delay the processing of the application by APX. APX recommends, therefore, that an applicant which will have restricted securities on issue close its register of members for the registration of transfers from the point at which it lodges its application, through to admission to the official list.

7.48 In circumstances where an applicant fails to correctly execute and provide restriction agreements for each holder of restricted securities, APX will delay admission of the applicant to the official list until all restriction agreements30 have been submitted to APX.

29 Pursuant to clause 7 of Appendix 21-2, the restriction period applicable to a transferee of restricted securities is the same as that which applied to the transferor, irrespective of the amount paid for the securities by the transferee.


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COMMUNICATION BETWEEN LISTEES AND APX

7.49 Having a clear process for communication between APX and listees is an important part of the APX listing rule framework, both at the time of application and on an ongoing basis. Due to this, APX will, pursuant to listing rule 4.5, require an applicant seeking admission to the official list to appoint at least one person to be responsible31 for communication with APX in relation to listing rule matters32. The person appointed must be able to communicate in English.

7.50 During the time of admission of a listee to the official list, APX will need to stay in contact with listees. Often this may result from pressing disclosure matters (particularly, but not limited to, continuous disclosure matters) under the listing rules.

7.51 For this communication to work properly, it is important that the person appointed is readily contactable by telephone33, and be available to discuss any listing rule matter during normal market hours and for one hour either side thereof (ie., 9am to 5pm Sydney time) on all days that APX is trading34. This includes APX trading days that happen to fall on a public holiday where the person lives. The person appointed therefore needs to make suitable arrangements to cover any absences due to illness or leave.

7.52 It is most important that the person responsible for communication with APX has the organisational knowledge to have meaningful discussions on disclosure matters, and has the authority to request trading halts35 and make disclosures to the APX market (via APXConnect and the APX announcements office). This requires the person to have a high degree of familiarity with the listee’s operations and, if they are not a member of the listee’s senior management, have immediate access to senior management. APX considers that a listee’s company secretary would be an appropriate person to be responsible for communications with APX.

7.53 Pursuant to listing rule 3.16, a listees’ sponsor36 is also responsible for acting as a point of contact between the listee and APX in relation to listing rule matters.

CORPORATE GOVERNANCE

7.54 Listing rule 4.5 states that 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).

30 As requested by APX under listing rule 4.7. 31 The fact that the person so appointed is said to be ‘responsible’ for communication with APX in relation to listing rule matters does not in any way limit the responsibility of the listee itself to communicate to APX any information required under the listing rules. 32 The name and full contact details of two persons responsible for communication with APX in relation to listing rule matters must be notified to APX in item 3b of Appendix 4-1 – Equity Securities Application and Agreement. APX recommends listees’ appoint two persons, so that someone can fill the role of the primary contact if they are absent or on leave. 33 In practice, this requires the person to provide APX with a mobile number to contact them, and they keep their mobile phone on throughout the APX trading day. 34 For listees based in Western Australia or mainland China, for example, the person must be available to take calls from APX from as early as 6am (local time) during Sydney’s summer daylight savings time. 35 APX recognises that the decision to request a trading halt is a serious one, and that listees will often have approval processes that need to be followed before a person appointed for communication purposes with APX will have the authority to request a trading halt (ie., by requiring pre-approval by the chairperson and/or the CEO). If a listee has such an approval process in place, APX expects it to operate such that the necessary approvals can be obtained within minutes. Appropriate contingencies should exist for when key approvers are not available. This is most important in the circumstance of a time critical continuous disclosure issue and a trading halt is warranted, as any delay in requesting the trading halt may result in APX having no choice but to suspend the quotation of the listee’s securities under listing rule 14.6. 36 For more information relating to a sponsor’s obligations under the listing rules, please read ‘Guidance Note 1 – Sponsor Framework’, which is available on the APX website at: http://www.apx.com.au/APX/Public/EN/Listings/Listing_Rules.aspx



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7.55 APX will, as part of the conditions for admission to the official list, advise the applicant, if the applicant has already not provided as part of its listing particulars, to provide APX with a statement disclosing the extent to which the applicant will follow, as at the date of admission to the official list, the requirements set out in listing rule 15.3 and listing rule procedure 15.3.

7.56 APX expects that a listee will set out in its corporate governance statement how it follows the recommendations set out in listing rule procedure 15.3. If a listee does not intend to follow a recommendation at the time of its admission to the official list (for example, it does not have a board with a majority of independent directors as prescribed by listing rule procedure 15.3.2(b)(i)), it must identify the listing rule procedure that is not followed and give the reasons why the listee does not follow it.

7.57 APX expects a listees’ corporate governance statement to be included in the listees’ security offer document. If it is not included, APX will set as a condition of admission that the corporate governance statement be submitted to APX and be disclosed to the market as supplemental pre-quotation disclosure under listing rules 4.5 and 26.4. If APX considers that a listee’s corporate governance statement does not meet the requirements of listing rule 15.3 and listing rule procedure 15.3, APX may require the listee to provide additional information for disclosure to the market as supplemental pre-quotation disclosure.

8. USE OF APXCONNECT

8.1 Listees are also required when seeking admission to the official list, to agree with APX, in writing, that documents may be submitted to APX and authenticated electronically. They are also required to establish facilities required for the listee to give documents electronically to APX.

8.2 A listee will meet this requirement by accepting the Terms and Conditions for access to and use of APXConnect in the form attached to the applicant’s listing application form (the “APXConnect Terms and Conditions”)37. The APXConnect Terms and Conditions may be amended by APX from time to time and listees will be notified of the amendments.

9. THE APX LISTING DECISION

9.1 The APX Admissions Committee, as delegated by the Board of APX, makes decisions on behalf of APX in relation to whether or not:

(1) an applicant is admitted to the official list;

(2) a listee’s securities are admitted to quotation; and

(3) any waiver requested or required in connection with the admission of a listee, or quotation of a listees’ securities, is granted.

9.2 APX has, pursuant to listing rule 4.10, absolute discretion in deciding whether or not to admit an applicant to the official list and quote its securities. APX is not required to give any reasons for its decision. APX may also, pursuant to listing rule 4.5, impose conditions on admission and/or quotation as it considers appropriate, in its absolute discretion.

37 An editable version of the APXConnect Terms and Conditions is also available on the APX website at: http://www.apx.com.au/APX/Public/EN/Listings/Listing_Rules.aspx



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9.3 APX decisions will be provided in writing to an applicant. APX’s decision to admit an applicant to the official list and quote its securities will usually be subject to a number of conditions that must be satisfied before the decision becomes effective. Conditions will typically include:

(1) The close of the offer under the applicant’s security offer document, and the completion of the allotment and issue of any required minimum subscription under that offer;

(2) Confirmation, in a form acceptable to APX (usually a bank statement), that the applicant has received cleared funds for the full amount of the subscriptions received under the applicant’s offer;

(3) Mailing of CHESS or issuer sponsored holding statements to the successful subscribers under the offer;

(4) APX being satisfied that the applicant meets the minimum spread requirements;

(5) A statement setting out the number of restricted securities, and the period of escrow for those restricted securities;

(6) If applicable, the provision of updated financial information, such as a pro forma statement of financial position, based on the actual funds raised under the applicant’s security offer document;

(7) If the applicant has lodged a supplementary or replacement security offer document with ASIC, provision of a copy of that document to APX;

(8) The working capital report to be submitted by the applicant’s sponsor38 pursuant to listing rule 3.22.

(9) Provision of any outstanding documents referred to in Appendix 4-1 that have not yet been submitted to APX, often being:

(a) A statement setting out the names of the 20 largest holders of each class of securities to be quoted and the number and percentage of each class of securities held by those security holders, in accordance with item 51 of Appendix 4-1;

(b) A distribution schedule of the numbers of holders in each class of security to be quoted in accordance with item 52 of Appendix 4-1;

(c) The number of security holders holding a parcel of securities (excluding restricted securities) with a value of more than $2,000, based on the issue/sale price, in accordance with item 53 of Appendix 4-1; and

(10) Correct execution, and submission to APX, of all required restricted security agreements39.

9.4 The date on which the applicant is admitted to the official list will be a date determined by APX and advised to the applicant following satisfaction of all conditions precedent. From that date, the applicant / listee must comply with the listing rules (unless waived by APX).

38 For more information relating to a sponsor’s obligations under the listing rules, please refer to chapter 3 of the listing rules and ‘Guidance Note 1 – Sponsor Framework’, which is available on the APX website at: http://www.apx.com.au/APX/Public/EN/Listings/Listing_Rules.aspx 39 See paragraphs 7.39 to 7.48 above.



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9.5 Subject to the applicant satisfying any conditions that have been imposed by APX on its admission to the official list, and the quotation of its securities, trading in the applicant’s securities will commence on a date notified by APX to the applicant.

10. DOCUMENTS RELEASED TO THE APX MARKET

10.1 An applicant seeking admission to the official list must provide APX with an electronic version of its security offer document or information memorandum at the time of, or shortly after, the lodgement of its listing application. This document will be disclosed to the market through the APX Announcements Office upon receipt by APX.

10.2 Following APX’s admission of an applicant to the official list, but prior to the commencement of quotation of the applicant’s securities, a number of documents will be disclosed to the market through the APX Announcements Office as pre-quotation disclosure. These documents may typically be:

(1) The Appendix 4-1 (“Equity Securities Application and Agreement”);

(2) The applicant’s constitution;

(3) Any financial statements submitted to APX with the application, or as part of APX’s consideration of the application, including a revised pro forma statement of financial position;

(4) If applicable, an applicant’s updated corporate governance statement;

(5) The working capital report to be submitted by the applicant’s sponsor pursuant to listing rule 3.22.

(6) The sponsor’s declaration, in the form as set out in Appendix 3-3;

(7) The director’s statements applicable to all directors, in the form as set out in Appendix 18-1;

(8) A statement from the applicant confirming the following:

(a) close of the offer, including the final issue price and number of securities issued under the offer;

(b) cleared funds from subscriptions to the offer have been received;

(c) the applicant’s distribution schedule;

(d) the names of the 20 largest security holders in each class of securities to be quoted;

(e) the number of security holders holding a parcel of securities (excluding restricted securities) with a value of more than $2,000;

(f) the provisions of the restricted securities requirements of chapter 21 of the listing rules have been met;

(9) Any other documents required as a condition imposed by APX under listing rule 4.5.

10.3 For privacy and/or confidentiality reasons, the documents disclosed via the APX Announcements Office with the applicant’s admission application will not include documents such as restriction agreements, underwriting agreements or other material contracts provided with the application, or any letter applying for a


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waiver or in-principle advice. It may be the case, however, that as a condition for the granting of a waiver of a listing rule, APX requires the applicant/listee to disclose the fact that it has received a waiver of a listing rule and the terms of that waiver.

10.4 In addition to the disclosures required above, a listee is also required, pursuant to listing rule 18.17, to disclose the director’s interests of its directors on the date of its admission to the official list. Pursuant to listing rule 18.18, a listee has 5 business days after this event to make the disclosures.

10.5 Similarly, a listee is required, pursuant to listing rule 18.1, to disclose a director statement (as set out in Appendix 18-1) for each of its directors within 5 business days of the date of admission to the official list, or appointment becoming effective.

11. REQUESTS FOR ADDITIONAL INFORMATION BY APX

11.1 APX may require an applicant for admission to the official list to disclose additional information over and above that required to be provided as part of the Appendix 4-1. APX may request this information pursuant to listing rule 4.5, and it may require this information to be submitted to the scrutiny of an expert selected by APX40. The applicant must pay the cost of the expert.

11.2 Listing rule 4.5, and listing rule 5.12, allow APX to impose a condition on admission to the official list or quotation that the applicant disclose certain information before its admission to the official list or quotation commences.

12. QUARTERLY CASH REPORTS

12.1 In circumstances where a 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(a).

12.2 Rule 15.19(a) sets out that APX may, as a condition of admission to the official list, require a listee to lodge a quarterly cash report as set out in Appendix 15-3. An Appendix 15-3 must be disclosed to the market immediately the information is available, and in any event within 1 month after the end of each quarter of the listee’s financial year.

12.3 APX, when applying Rule 15.19(a), will write to a listee advising of 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.

13. OTHER CONSIDERATIONS EMERGING MARKET LISTEES

13.1 Applicants with material assets and a significant revenue stream derived from operations in, or subsidiaries incorporated in and/or listed in Eastern Europe, Asia and the Pacific (excluding Singapore, Hong Kong, Japan and New Zealand), Africa, South America or the Middle East should be aware that in August 2013

40 For further information, refer to listing rule 26.6E.


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ASIC released a report41 identifying the key areas upon which ASIC intends to focus its supervisory efforts in relation to those listees.

13.2 When preparing an application for admission to the official list, an applicant should take into account the issues identified by ASIC and seek to address those issues in its corporate structure, corporate governance arrangements and in the listing particulars disclosed to the market. Addressing the relevant issues prior to applying for admission to the official list will minimise the risk of delays to the application process or concerns being raised by APX, or ASIC, in relation to lodged documents concerning the disclosure of the issues identified by ASIC to ensure that investors have the information they reasonably require to make informed investment decisions.

ASIC CLASS ORDERS AND LEGISLATIVE INSTRUMENTS – ALL APPLICANTS

13.3 It is recommended that all applicants review the applicability of certain forms of relief granted to entities on the Official List of other prescribed financial markets. If the circumstances of the relief are applicable to an applicant it may consider seeking relief from ASIC in relation to that matter42.

13.4 For example, forms of relief granted to entities on the Official List of another prescribed financial market include (but may not be limited to):

(1) Class Order CO 98/104 Dual lodgment relief43;

(2) Class Order CO 00/175 Pre-prospectus roadshows44;

(3) Class Order CO 00/176 Pre-prospectus market research45;

(4) Class Order CO 00/2449 Relief from paper lodgment46;

(5) Class Order CO 00/2451 Electronic lodgment of certain reports47;

(6) Class Order CO 01/1519 Disclosure of director’s interests48; and

(7) Class Order CO 14/1000 - Employee Share Schemes – Listed Bodies49.

41 Report 368 “Emerging Market Issuers” available at http://www.asic.gov.au/asic/pdflib.nsf/LookupByFileName/rep368-published-3-September-2013.pdf/$file/rep368-published-3-September-2013.pdf 42 Refer to ASIC Regulatory Guide 51 Applications for relief available at http://download.asic.gov.au/media/1238972/rg51.pdf 43 http://www.asic.gov.au/regulatory-resources/find-a-document/class-orders/1998-class-orders/ 44 http://www.asic.gov.au/regulatory-resources/find-a-document/class-orders/2000-class-orders/ . See also ASIC Consultation Paper CP239

available at http://www.asic.gov.au/regulatory-resources/find-a-document/consultation-papers/cp-239-disclosure-documents-update-to-asic-instruments-and-guidance/ 45 http://www.asic.gov.au/regulatory-resources/find-a-document/class-orders/2000-class-orders/ . See also ASIC Consultation Paper CP239

available at http://www.asic.gov.au/regulatory-resources/find-a-document/consultation-papers/cp-239-disclosure-documents-update-to-asic-instruments-and-guidance/ 46 http://www.asic.gov.au/regulatory-resources/find-a-document/class-orders/2000-class-orders/ . See also ASIC Consultation Paper CP236

available at http://www.asic.gov.au/regulatory-resources/find-a-document/consultation-papers/cp-236-remaking-asic-class-orders-on-dematerialised-securities-and-chess-units-of-foreign-securities/ 47 http://www.asic.gov.au/regulatory-resources/find-a-document/class-orders/2000-class-orders/ 48 http://www.asic.gov.au/regulatory-resources/find-a-document/class-orders/2001-class-orders/ 49 http://www.asic.gov.au/regulatory-resources/find-a-document/class-orders/2014-class-orders/

http://www.asic.gov.au/asic/pdflib.nsf/LookupByFileName/rep368-published-3-September-2013.pdf/$file/rep368-published-3-September-2013.pdf

http://www.asic.gov.au/asic/pdflib.nsf/LookupByFileName/rep368-published-3-September-2013.pdf/$file/rep368-published-3-September-2013.pdf

http://download.asic.gov.au/media/1238972/rg51.pdf

http://www.asic.gov.au/regulatory-resources/find-a-document/class-orders/1998-class-orders/


http://www.asic.gov.au/regulatory-resources/find-a-document/consultation-papers/cp-239-disclosure-documents-update-to-asic-instruments-and-guidance/






http://www.asic.gov.au/regulatory-resources/find-a-document/consultation-papers/cp-236-remaking-asic-class-orders-on-dematerialised-securities-and-chess-units-of-foreign-securities/

http://www.asic.gov.au/regulatory-resources/find-a-document/consultation-papers/cp-236-remaking-asic-class-orders-on-dematerialised-securities-and-chess-units-of-foreign-securities/




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ASIC CLASS ORDERS AND LEGISLATIVE INSTRUMENTS – MANAGED INVESTMENT SCHEMES

13.5 It is recommended that applicants which are a managed investment schemes review the applicability of certain forms of relief granted to managed investment schemes on the Official List of other prescribed financial markets. If the circumstances of the relief are applicable to an applicant it may consider seeking relief from ASIC in relation to that matter50.

13.6 For example, forms of relief granted to managed investment schemes on the Official List of another prescribed financial market include (but may not be limited to):

(1) Class Order CO 98/1808 Allowing constitutions to use Appendix 15A of the ASX Listing Rules51;

(2) Class Order CO 07/422 On-market buy-backs52;

(3) Class Order CO 09/425 Share Purchase Plans53;

(4) Class Order CO 13/655 Provisions about the amount of consideration to acquire interests and withdrawal amounts not covered by ASIC Corporations (Managed investment product consideration) Instrument 2015/84754; and

(5) ASIC Corporations (Managed investment product consideration) Instrument 2015/84755.

50 Refer to ASIC Regulatory Guide 51 Applications for relief available at http://download.asic.gov.au/media/1238972/rg51.pdf 51 http://www.asic.gov.au/regulatory-resources/find-a-document/class-orders/1998-class-orders/ 52 http://www.asic.gov.au/regulatory-resources/find-a-document/class-orders/2007-class-orders/ 53 http://www.asic.gov.au/regulatory-resources/find-a-document/class-orders/2009-class-orders/ 54 http://www.asic.gov.au/regulatory-resources/find-a-document/class-orders/2013-class-orders/ 55 http://www.asic.gov.au/regulatory-resources/find-a-document/class-orders/2015-legislative-instruments/

http://download.asic.gov.au/media/1238972/rg51.pdf





http://www.asic.gov.au/regulatory-resources/find-a-document/class-orders/2015-legislative-instruments/

guidance note 2 listing applications - equity securities · 2.3 the terms ‘listing’ and...

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