Listed companies have six weeks to prepare for the new reality
of continuous disclosure.
ASX today released the final version of its new guidance on
Listing Rule 3.1, along with a raft of amendments to the Listing
Rules. ASX hopes to put the guidance and Listing Rule changes into
effect on or around 1 May.
Clayton Utz is preparing a detailed analysis of both the revised
guidance and the new Listing Rules. This will explain what the
changes are and what listed companies have to do to comply with
ASX first released its proposed rewrite of Guidance Note 8 in
October last year.
Since that time, it has conducted roadshows and consultations on
the proposals. Clayton Utz provided its own client briefings on the
changes and, following discussions with clients, made its own
submissions to ASX.
documents released today reflect that consultation process.
Although the big picture hasn't changed, ASX has taken on board
many of the suggestions for clarifying or fleshing out the details
in its guidance. New or additional revised guidance has been
what ASX means by "delay" (when it says that
"immediately" means "promptly and without
when ASX treats media and analyst reports and market rumours as
evidencing a loss of confidentiality under Listing Rule
the "reasonable person" test in Listing Rule
ASX's expectations around the monitoring of social media;
"earnings surprises", and the role played by
consensus estimates in setting market expectations for
Overall, ASX has provided a sensible interpretation of the
continuous disclosure regime that recognises and accommodates the
complexities that listed entities face in the day-to-day
application of the rule to their businesses. However, the corollary
of increased flexibility in the interpretation of the rules is
increased need for entities to consider each potential disclosure
issue on the basis of all the relevant facts and circumstances and
exercise judgment and experience in order to ensure that the market
for the entity's securities does not trade uninformed.
Along with the revised guidance, ASX is proposing a number of
related changes to the Listing Rules. Because those changes require
government approval, ASX does not expect the whole package to come
into effect until around 1 May this year. This will also give
listed entities time to take the changes on board. Although, as we
suggested back in October, market participants would be wise to
take many of these proposals into account when considering
compliance with their continuous disclosure obligations as
indicative of both ASX's and ASIC's interpretation of those
obligations even before they are officially adopted.
Clayton Utz communications are intended to provide
commentary and general information. They should not be relied upon
as legal advice. Formal legal advice should be sought in particular
transactions or on matters of interest arising from this bulletin.
Persons listed may not be admitted in all states and
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