30 October 2019

ASX tightens listing rules

GILES RAFFERTY, Corporate Communications and Media Advisor


“It’s important that ASX keeps evolving the listing rules so they remain contemporary, address emerging compliance issues, and continue to serve the interests of issuers, investors, and the Australian economy.”
Kevin Lewis, ASX Chief Compliance Officer.

A range of changes to the ASX listing rules will come into effect on the first of December 2019. The key changes are designed to improve disclosures to the market, make the listings rules easier to understand and comply with, and enable the ASX to act more decisively against companies that are in breach of the listing rules. The updates to the listing rules follow almost a year of consultation with market participants and their advisers.

Continuous Disclosure

The time period for notifying the ASX ahead of a voluntary escrow period closure has been reduced from 10 to five business days.

In capital raisings that are underwritten, listed entities must disclose the details of the underwriting agreement including the name of the underwriter, the extent of the underwriting, the fee, commission or other consideration payable and a summary of significant events that could lead to the underwriting being terminated.

At a general meeting listed entities must now show separately the percentage as well as the number of securities that were voted for in a poll and by proxy for a resolution put to the meeting.

The exchange has also amended the rule around the monthly disclosure by Listed Investment Companies and Trusts of the Net Tangible Assets backing of their quoted securities. LICs and LITs will now have to disclose the NTA backing figure as soon as possible, and no later than 14 days from the month’s end. Failure to do so will attract an automatic suspension.

More teeth around delisting and suspensions

A change to the rules around suspending and delisting companies from the exchange attracted a lot feedback from the market and will now come into force in February of next year. From that time, the ASX can delist companies which have failed to lodge the required documents with the exchange for a continuous period of one year from the deadline to do so. Prior to this change the ASX had to wait 3 years.

CFOs put to the test

The original consultation document around the rule changes included extending the application of the good fame and character tests that directors and proposed directors currently face to include CEOs and proposed CEOs. The final version of the reforms now also extends this to CFOs and proposed CFOs.

Listed entities will also have to notify the ASX, immediately, of a change in CFO.

Name and shame

The exchange will also add a new weapon to its arsenal to enforce compliance with the listing rules. The ASX will be able to publically censure a company that breaches the listing rules, including publishing the reasons for the censure to the market. It is a power most major stock exchanges, including London, Hong Kong, Shanghai, Singapore and Johannesburg already have and is a weapon the ASX only expects to deploy when the breach is an egregious one and warrants public censure.

Improving compliance with the listing rules and the quality and consistency of market disclosures will not be limited to naming and shaming companies but also through improving education around the listing rules. There is a new requirement for the person at a listed entity, who is responsible for communicating with the ASX on listing rules matters, to have completed an approved education course and examination, including getting a satisfactory pass grade in the examination, covering listing rule compliance.

The compliance examination requirement will come into effect from July next year and will not be applied retrospectively.

New Guidance Note 35

“This package of reforms builds on the major changes ASX has made in recent years to its continuous disclosure, corporate governance, and admissions rules and guidance.”
Kevin Lewis, ASX Chief Compliance Officer

The ASX has also introduced a new Guidance Note relating to Security Holder Resolutions that was not was not included in the changes that went to public consultation.  Guidance Note 35 is intended to consolidate the materials on meetings of security holders into a single guidance note that outlines the type, form and information that must be provided in a notice of meeting, voting exclusions, the voting process and supplementary disclosure.

This new guidance note, which also comes into effect on the 1st of December 2019, may impact on notices of meetings for AGMs that are being prepared around that time.

Other key intiatives

The ASX sought submissions on a broad range of listing rule amendments, new and updated listing rule guidance notes, and new and updated listing rule forms. Some of the other key initiatives are:

  • simpler and clearer processes and forms to announce a proposed issue of shares and to seek their quotation
  • changes to ASX’s quarterly reporting regime to provide a more robust disclosure framework for start-up entities
  • a simplification of ASX’s escrow rules and guidance to make the escrow process less burdensome for listed entities
  • measures to address inappropriate behaviours by promoters and professional advisers in new and back door listings.

The original consultation paper, containing the full package of proposals was published in November 2018 and can be accessed here: Simplifying, clarifying and enhancing the integrity and efficiency of the ASX listing rules. The ASX’s full response to the submissions it received on the rule changes can be accessed here.

29 June 2019

Is 2019 ‘The Year of the ESG Fund’?

BEN REBBECK, Executive Director The ascendency of ESG matters within Fund managers, Board rooms and with IROs has unquestionably been rising rapidly in recent years. In this context, a question we often address from Directors and IRO is: Are ESG funds just another short term market trend, like ‘Hedge Funds’ were some 5 to 10 years […]

Read More
1 May 2019

The importance of good design

GOOD DESIGN is the difference between telling someone and showing them. It can be the difference between informing your audience or convincing them. A carefully composed image, an effectively executed graphic concept or a thoughtfully constructed layout can convert worthy content into memorable messages. We sat down with Campbell van Venrooy, a graphic designer with […]

Read More
1 May 2019

The Do’s and Don’ts of Investor Days (Part 2)

VICTORIA GEDDES, EXECUTIVE DIRECTOR Following on from Part 1, published in our April 2019 Newsletter, this second part of the overview of Investor Days looks closely at what the audience wants to hear i.e. the content most commonly covered and how to put together an effective presentation. What your audience wants to know Bearing in […]

Read More
29 March 2019

Feb 2019 Guidance Review

DAN JONES, MANAGER SHAREHOLDER ANALYTICS During February we monitored companies in the S&P/ASX300 Index that reported for the period ending 31 December 2018, building a picture of the approach to guidance in this market and what that guidance is telling us about outlook for FY19. Around three quarters of companies within the S&P/ASX 300 index […]

Read More
28 March 2019

The Do’s and Don’ts of Investor Days (Part 1)

VICTORIA GEDDES, ECECUTIVE DIRECTOR With reporting season behind us for another six months and post results roadshows underway or coming to a close, companies will soon be approaching one of the few windows available in the annual investor relations calendar to focus on planning and managing an investor day. These are not spontaneous events and […]

Read More
31 January 2019

February reporting preview

We entered the last reporting season in August 2018 with a high degree of optimism. That optimism was very short-lived as markets experienced a sharp sell-off in August, with actual results falling short of previous forecasts. Subsequently, news headlines have kept investors in a pessimistic mood, examples being the ongoing Brexit uncertainty and the ever-present […]

Read More
31 January 2019

Timing Matters When Releasing Results

It is important for a company to select an appropriate day when presenting its financial results.  With so many companies competing for attention from buy-side, sell-side and financial media, the correct timing of a result can be very important, especially for smaller companies. Understanding where the peaks and troughs are during a reporting season can help […]

Read More
1 November 2018

Has Activism Peaked or is it regrouping

Victoria Geddes, Executive Director Activism in Australia has some characteristics that are different to other countries around the world. We examine the make-up of activist campaigns in Australia compared to the global average and unpick some of the recent trends to see if there is a pattern emerging. This article is an extract from a paper […]

Read More
5 April 2018

Engaging Retail investors – work smarter not harder

It is generally accepted, at least in the Australian equity market, that Retail Investors play an important role in the construction of a balanced shareholder register. The characteristics that make them attractive are that they generally invest for the long term, are volatility averse and focus on a company’s fundamentals. However these traits can also […]

Read More
5 April 2018

Short Attacks: Is Glaucus an Aberration or the new Normal?

VICTORIA GEDDES, EXECUTIVE DIRECTOR Two years ago we wrote an article on a well-established activist strategy in the US called the “short attack”. In Australia we are very familiar with short selling as a legitimate tactic to deliver portfolio performance but short or bear attacks are something else altogether. Equity markets and investors received their […]

Read More
28 February 2018

Doing it on Purpose

Giles Rafferty, Corporate Communications Doing it on Purpose Having a Corporate Purpose must be one of the oldest, latest things. There is good degree of noise around the concept of ‘Corporate Purpose’ and it may feel like it has become a buzz word, but it is much more than that and always has been. A […]

Read More
8 December 2017

FIRST Advisers at AIRA 2017 Annual Conference & Best Practice Investor Relations Awards

FIRST Advisers was an event sponsor at the AIRA 2017 Annual Conference and Best Practice IR Awards held in Sydney in late November. FIRST Advisers contribution included moderating a Crisis management panel discussion on managing breaches to cybersecurity and sponsoring the Award for Best Investor Relations by a Company in the ASX “Mid-cap 100”. Opening […]

Read More
6 November 2017

A Powerful Tool for Supercharging your Investor Relations Effort

David Whittaker, Senior Investor Relations Adviser Why you need to understand perceptions of your company The substantial resources, including staffing, technology, printing, advisers and senior management time that most companies devote to investor relations are unfortunately not unlimited. It’s therefore crucial that these scarce resources are utilised as efficiently as possible with the best IR […]

Read More
1 August 2017

The Annual Report and the importance of storytelling

Philippa Ellis, Governance & Investor Relations “Stories are the most powerful communication tool we have bar none” according to Andy Goodman of The Goodman Centre. We all carry stories in our heads (pre-conceptions) that strongly influence the way we view the world. These stories cause our mind to be closed to alternative viewpoints even when […]

Read More
9 June 2017

What content should I have on my IR Website?

NIRI Annual Conference 2017 Ben Rebbeck, Executive Director At FIRST Advisers we are often asked to assess the content of our clients’ Investor Relations websites for the appropriateness of its content and structure and assist them implement or rebuild their IR websites. The overriding imperative is to ensure the IR website meets the information needs of […]

Read More
8 June 2017

Challenge the “Fitness” of your Investor Relations Plan

Philippa Ellis, Governance & Investor Relations People spend an enormous amount of time and money developing new health and fitness plans to reach their fitness and wellbeing goals each year. Applying similar techniques to your annual Investor Relations (IR) plan will keep you energised and focused on achieving successful outcomes. Establish Achievable Goals You may not […]

Read More
9 May 2017

When to Publish the Annual Report – A New Benchmark is Emerging

VICTORIA GEDDES, EXECUTIVE DIRECTOR Ten years ago I can remember marvelling at those companies that managed to get it together and release their full, glossy annual report on the same day as reporting their full year results. You could count them on the fingers of one hand. More commonly, three to four months after the […]

Read More
9 May 2017

Perception Studies – An Early Indicator of Emerging Issues

VICTORIA GEDDES, ECECUTIVE DIRECTOR Getting feedback from investors and other key stakeholders is a given within the investor relations profession. Many companies will do this informally following a roadshow and some will undertake a more formal engagement process, including the Chairman, ahead of the AGM. So a view often expressed by companies is that their […]

Read More
16 December 2016

TOP TEN TIPS TO BE IPO READY

VICTORIA GEDDES, ECECUTIVE DIRECTOR The various high profile successes and failures of new listings since the IPO window re-opened in mid 2013 is salutary reminder that there is no such thing as a safe bet when it comes to investing in the equity market. As we look ahead to 2017, there is already a crowded […]

Read More
3 November 2016

Why Aligning your Corporate and IR Strategies Matters

VICTORIA GEDDES, ECECUTIVE DIRECTOR Nov 3, 2016 The starting point in the development of a company’s IR strategy is to understand the Corporate Strategy. Closely allied to this is an audit, for wont of a better word, of how this strategy is talked about within the company and communicated to external stakeholders. It is surprisingly […]

Read More
3 November 2016

The Activist – Pariah or Positive Catalyst for Change?

VICTORIA GEDDES, ECECUTIVE DIRECTOR The role played by the activist in the US capital markets has moved over the past 10-15 years from pariah to one of being a positive catalyst for change. Today proxy contests associated with nominations of independent directors for board seats are more likely to be won by activists than the […]

Read More
6 October 2016

Reconsidering the retail investor

PHIL MACKINTOSH and JONATHAN MAIRS, IR MAGAZINE Amid the continuing shift in assets to quant funds and passive ETFs, retail investors are a worthwhile target. Oct 6, 2016 At a glance  Steady players  Amid the shift from active to passive management, and from bottom-up to quant investing, retail investors stand out as a substantial group […]

Read More
5 August 2016

What the buyside wants – lessons in investor targeting

VICTORIA GEDDES, EXECUTIVE DIRECTOR Aug 5, 2016 Results season has kicked off. While some companies are already out of the blocks, most are well into planning mode with ASX releases being drafted, presentations put together, Q&As assembled and the investor roadshow organised. For management teams it is often a gruelling process, but spare a thought […]

Read More
5 August 2016

Results should craft a convincing story

DAVID WHITTAKER, SENIOR INVESTOR RELATIONS ADVISER A recent survey presented at the National Investor Relations Institute (NIRI) conference in San Diego in June highlighted how giving investors useful qualitative information when presenting your company’s financial results can make all the difference to how well the numbers are received. The institutional investors surveyed by Edelman emphasised […]

Read More
5 July 2016

Surviving Brexit: Disclosure and guidance in uncertain times

Ben Rebbeck, Executive Director If there is one consistent thing the financial markets are saying about Brexit, it’s that there are uncertain times ahead for every major economy – and by extension, for the prospects and financial performance of every major company. When uncertainty reigns, we often hear management or Boards describe disclosure and guidance […]

Read More
5 July 2016

Short Attacks: The new wolf pack

VICTORIA GEDDES, ECECUTIVE DIRECTOR Those who have been on the receiving end of a short attack describe the process as akin to being at war, or being pursued by a pack of wolves, with the company’s very destruction their opponent’s goal. A short or bear attack, to make the distinction clear, is not the same […]

Read More
2 June 2016

Activist Investing Comes of Age

VICTORIA GEDDES, ECECUTIVE DIRECTOR In the past 5 years, post-GFC in particular, the activist investor has become firmly established as a recognised investor category within the funds management universe. Companies are starting to build into their investor relations strategy protocols that quickly elevate early signs of shareholder discontent up to the board. Politely acknowledging, but […]

Read More
1 June 2016

FIRST Advisers in Listed@ASX Magazine

FIRST Advisers is featured this month in the Listed@ASX magazine. Our executive director Victoria Geddes writes on the rise of activist investors in Australia, the tactics they use, and what listed companies need to know. Click here to see a PDF of the article.  

Read More
1 June 2016

ASX to lift the hurdles for listing

Ben Rebbeck, Executive Director The ASX has recently launched a consultation process ahead of proposed changes to the requirements for companies to list on the ASX market.  If implemented, the changes will raise the financial and shareholder spread hurdles for all companies seeking to list, whether by IPO or ‘back-door’ listing. According to the ASX, […]

Read More
27 May 2016

Follow FIRST Advisers at the World’s Premier Investor Relations Conference

FIRST Advisers will be in San Diego next month at the premier global conference for investor relations professionals, staged by the US National Investor Relations Institute (NIRI). We will be posting live updates from our Twitter account and filing a post conference wrap up on this blog. The NIRI conference often provides a leading indicator for […]

Read More
22 June 2015

The Right – and Wrong – Way to Target Investors

Ron Cameron, Senior Adviser, Investor Relations Public companies seeking to court new investors and build relations with existing ones will almost always be told by some register analysis providers that they should focus on targeting those investors with underweight or overweight positions in their stock, relative to a particular index. In other words, it’s those […]

Read More
18 May 2015

Guidance to go out of fashion?

The new ASX guidelines may discourage companies from making earnings predictions public The proposed changes to the guidelines for listed companies on their continuous disclosure obligations (ASX Guidance Note 8) will provide greater clarity and a more pragmatic approach for companies that find themselves facing a sudden change in their profit expectations and want to […]

Read More
18 February 2015

ASIC Revisits Guidelines on Collective Action by Investors

The Australian Securities and Investments Commission is revisiting its guidelines around collective action by institutional investors and calling for public comment. This has become a hotter topic in the past few years with the increasing assertiveness of activist shareholders and recognition that collective action by investors can be good for financial markets.

Read More
17 December 2014

The Value of Proactive PR

Outside major announcements like profit results or product launches, many companies find it hard to keep the media interested in what they are doing, especially with the attention span of the traditional media narrowing as journalist numbers fall and publication sizes shrink. It’s true that most companies don’t have significant announcements to make week-to-week or […]

Read More
2 December 2014

7 tips for Soliciting Shareholder Vote

In an age when the interactions between listed companies and their shareholders are increasingly automated and carried out electronically, the relatively low tech practice of soliciting votes still has a decisive role to play when companies need to win support from investors. The two strike rule at annual general meetings, increasingly bold activist investors and […]

Read More

Archives