ASX Compliance Update

Changes to ASX Listing Applications

In a bid to enhance efficiency and clarity in the listing application process, the Australian Securities Exchange (ASX) has introduced several changes to its admission procedures, effective February 5, 2024. These changes set out in Compliance Update (no. 01/24) aim to simplify documentation requirements and improve compliance with spread and escrow regulations. The key changes to the listing process are set out below.

Demonstrating Compliance with ASX’s Spread Requirements

What is spread?

ASX Listing Rule 1.1 condition 8 provides that for a company to list, it must have at least 300 non-affiliated security holders, each of whom holds a parcel of the main class of securities with a value of at least $2,000 that are not restricted securities or subject to voluntary escrow. Subject to the new exception outlined below, compliance with the spread requirement is demonstrated as part of a company’s listing application by providing the ASX with a spread register that identifies the relevant security holders that may be counted towards spread.

What’s changed?

ASX now provides a standardised spread register template that companies must use to prepare the spread register, with the aim of improving the efficiency and accuracy of ASX’s review.

Additionally, ASX has introduced a requirement that all entities applying for admission to the official list provide an attestation from the principal of the law firm acting for the company (Attestation). The Attestation is required to confirm that the lawyer has:

  • read and understood Listing Rule 1.1 Condition 8 and Guidance Note 1 (in particular section 3.9 and its footnotes);
  • reviewed the information provided in support of the minimum spread requirement; and
  • taken reasonable steps to confirm that the security holders presented in the spread register can be counted for spread in accordance with ASX’s Listing Rules and guidance.

One exception has been introduced by the ASX, stipulating that a spread register does not need to be provided if the Attestation confirms that there are 600 or more eligible security holders who may be counted towards spread.

Escrow requirements

ASX now provides a standardised template for the ASX Restricted Securities Table that must be used in listing applications.

The classification of a security holder under Appendix 9B of the Listing Rules determines the relevant period of escrow that applies (if any), which is either:

  • 12 months from the date that the relevant securities were issued (applicable to unrelated seed capitalists and unrelated vendors that are not promoters); or
  • 24 months from the date that the entity’s securities are quoted on the ASX (applicable to related parties and promoters).

Previously, entities were required to enter a restriction deed with each security holder that held securities subject to 24 month escrow, whereas a restriction notice in the form provided by Appendix 9C of the Listing Rules could be used for the purpose of imposing 12 month escrow.

ASX has revised this position such that entities must instead give a restriction notice to the holder in all circumstances where the holder is subject to ASX-imposed escrow. This change in approach does not preclude ASX from requiring an entity to enter into restriction deeds in a particular case, or prevent an entity from using a restriction deed in addition to a restriction notice should the entity wish to do so.

Communicating with ASX

Contacting ASX

Listed entities are able to access the contact details of their Listings Adviser using the ‘Contact ASX’ tab in ASX Online for Companies.

ASX has also established general telephone lines that an entity can call during business hours if the entity is unable to contact its Listings Adviser for any reason. These numbers have been published on the ‘Welcome to Companies’ page once you have logged onto ASX Online for Companies.

ASX Online for Companies contains other useful information for listed entities, including printable versions of the Listing Rules and a searchable waiver database.

Should you require technical assistance with accessing or troubleshooting issues with ASX Online please continue to contact: Tel: 1800 028 302 or +61 2 9227 0905.

Nominated Contact

Conversely, ASX has reiterated the importance of ensuring that an entity’s nominated person under Listing Rule 12.6 is available on short notice to discuss urgent disclosure issues and that their contact details are up to date on ASX Online at all times.

The nominated ASX contact must be readily contactable by ASX by telephone during normal market hours and for at least one hour either side thereof (ie, from 9am to 5pm Sydney time) on each day that ASX is trading.

ASX observed a number of occasions over the recent holiday period where the nominated ASX contact was uncontactable. In some instances in the past, this has led to ASX having to suspend trading in the entity’s securities until a response could be provided to ASX’s queries.

Entities should notify ASX through ASX Online of all changes to their nominated ASX contacts. This includes any temporary changes to cover the absence of an entity’s usual nominated contact while they are on leave or otherwise unavailable. Changes are notified through the ‘Directors/Management’ page in ASX Online, accessed through a link on the left side of the page after logging into the ASX Online portal.

Nominated ASX contacts should be assigned the title of ‘Communication Person’ through ASX Online. A person may be assigned multiple titles through ASX Online. A person who is, for example, both the Company Secretary and the nominated ASX contact for an entity should be assigned both titles in ASX Online.

Entities should separately email their Listings Adviser to confirm any changes made to their nominated ASX contact on ASX Online.

All new nominated ASX contacts must have completed an approved listing rule compliance course and attained a satisfactory pass mark for that course before they are appointed. The listing rule compliance course is free and can be accessed here.

For more information, please contact Shaun Hardcastle.


Partner, Head of Corporate