| Rule: |
Section I LR 2.2, LR 4.4(2)(i)(a), LR 5.9(2)-(4), LR 5.10, LR 6.2, LR 6.4, LR 6.5, LR 6.6, LR 6.7, LR 6.8, LR 6.9, LR 6.10, LR 6.11, LR 6.12, LR 6.13, LR 6.15, LR 6.16, LR 6.18, LR 6.19, LR 6.20, LR 6.21, LR 6.22, LR 6.23, LR 6.24, LR 6.25, LR 6.26, LR 6.27, LR 6.28, LR 6.29, LR 6.30, LR 6.31, LR 6.32, LR 6.33, LR 6.34, LR 6.38, LR 6.39, LR 6.40, LR 6.41, LR 6.42, LR 6.43, LR 6.44, LR 6.45, LR 6.46, LR 6.47, LR 6.48, LR 6.49, LR 6.50, LR 6.51, LR 6.52, LR 6.57, LR 6.58 |
| Description of Rule: |
LR 2.2 Requires a new listing applicant to be sponsored by an approved Exchange participant, with the sponsor responsible for guidance, supporting documents, communication with NSX and the Sponsor's Declaration.
LR 4.4(2)(i)(a) An information memorandum may be permitted where the applicant satisfies NSX that it has not raised capital in the previous 3 months and does not expect to raise capital in the next 3 months.
LR 5.9(2)-(4) Permits voting or dividend rights to be altered or removed in specified circumstances relating to proxy compliance, registration timing for a meeting, or requirements of Australian legislation.
LR 5.10 A holder must not be divested of an equity security except in specified circumstances, including under Australian legislation, with NSX approval, under a permitted lien or court order.
LR 6.2 Where information must be disclosed to NSX for dissemination, the issuer may also publish that information on its website.
LR 6.4 Requires the issuer to inform NSX without delay of information necessary to assess its financial position, avoid a false market, or which may materially affect the price or value of its securities.
LR 6.5 Sets out the circumstances in which information otherwise captured by LR 6.4 is not required to be disclosed, including where it remains confidential and specified exceptions apply.
LR 6.6 Requires at least 10 business days' electronic notice to NSX before closure of the issuer's register of members.
LR 6.7 Requires general meeting notice consistent with the Corporations Act and a copy of the notice to be provided to NSX for dissemination.
LR 6.8 Requires annual accounts to be provided electronically to NSX for dissemination as soon as they are available.
LR 6.9 Specifies information that must accompany the annual accounts in the directors' report, including operational, ownership, governance and shareholder information.
LR 6.10 Requires six-monthly accounts and applicable half-year financial statements to be provided within 75 days after the end of the half-year accounting period.
LR 6.11 Requires preliminary full-year results to be provided to NSX as soon as reasonably practicable after approval, and no later than 75 days after the end of the full-year accounting period.
LR 6.12 Requires every preliminary announcement of results to contain at least the information specified in Appendix 3.
LR 6.13 Requires specified disclosable events to be announced to NSX without delay and, unless NSX agrees otherwise, reported on the issuer's website within 10 days.
LR 6.15 Requires NSX to be informed without delay of repurchases, buy-backs, cancellations or redemptions of listed securities and known acquisitions or cessations of substantial shareholdings.
LR 6.16 Requires prompt disclosure after board approval of specified decisions concerning dividends/distributions, capital structure and changes to the general character or nature of the business.
LR 6.18 Requires the basis of allotment of securities, including acceptance of excess applications where applicable, to be notified to NSX no later than the morning of the next business day after allotment.
LR 6.19 Requires immediate notification to NSX of specified winding-up, liquidation, administration, receivership and significant enforcement or court events.
LR 6.20 Requires notification to NSX without delay if public holdings or the number of security holders falls below the prescribed minimum.
LR 6.21 Requires the issuer to take steps to restore compliance with minimum public holding requirements at the earliest possible time.
LR 6.22 Requires dividend or other distribution decisions to be made and reported to NSX at least 7 business days before the record date.
LR 6.23 Requires prompt notification and consultation with NSX where ownership or voting limits apply and specified thresholds are approached or exceeded.
LR 6.24 Requires annual accounts to be provided to holders by the earlier of 21 days before the next AGM or 4 months after financial year end, subject to stated exceptions.
LR 6.25 Generally requires shareholder approval before issuing equity securities above the 15% placement capacity calculated under the rule, subject to specified exceptions.
LR 6.26 Requires consultation with NSX, ongoing updates and written notification to security holders where the issuer proposes a capital reorganisation.
LR 6.27 For issuers not subject to the Corporations Act buy-back provisions, requires consultation with NSX before an on-market buy-back and compliance with any NSX requirements.
LR 6.28 Requires restriction agreements for restricted securities with the holder and, where applicable, the holder's controller.
LR 6.29 Sets out the issuer's obligations for restriction agreements, escrow arrangements and custody of certificates for restricted securities.
LR 6.30 Requires certificates for restricted securities to identify their restricted and unquoted status and the date the restriction ends.
LR 6.31 Allows NSX to consent to release of restricted security certificates to enable acceptance of a qualifying takeover offer, subject to specified conditions.
LR 6.32 Requires draft announcements or advertisements affecting trading arrangements in listed securities, including suspension, to be submitted to NSX for review before issue.
LR 6.33 Requires an electronic copy of every circular sent to holders of listed securities to be provided to NSX for dissemination at the same time.
LR 6.34 Requires shareholder resolutions and specified takeover, meeting, proxy, report, announcement and similar documents to be provided electronically to NSX for dissemination when issued to holders.
LR 6.38 Prohibits the issuer or registrar from charging investors fees for specified registration, transfer, certificate or title-related services.
LR 6.39 Requires appropriate registrar arrangements to ensure compliance with the Listing Rules where the issuer does not maintain its own register.
LR 6.40 Requires the register to be audited at least once every 12 months and when requested by NSX by a registered company auditor or overseas equivalent.
LR 6.41 Requires full details of a proposed significant change to the nature or scale of activities and compliance with any additional information, member approval or re-listing requirements imposed by NSX.
LR 6.42 Restricts disposal of a major asset where the acquirer intends to list its securities, subject to specified exceptions including member approval.
LR 6.43 Requires member approval for specified substantial asset transactions with related parties, child entities, 10% voting holders, associates or persons nominated by NSX, subject to exceptions.
LR 6.44 Requires special resolution approval for an issue of equity securities to a related party or person nominated by NSX, subject to specified exceptions.
LR 6.45 Requires prior shareholder approval for service contracts of 5 years or longer granted to a director or proposed director of the issuer or a child entity.
LR 6.46 Prohibits a director from voting on a contract, arrangement or other proposal in which the director has a material interest.
LR 6.47 Requires a director appointed to fill a casual vacancy or as an addition to the board to retire at the next AGM, after which they may stand for election.
LR 6.48 Requires meeting notices to contain sufficient information for security holders to understand all substantial matters relevant to the proposed resolution.
LR 6.49 Requires proxy forms providing for voting on all proposed resolutions to accompany notices of meetings of holders of listed securities.
LR 6.50 Prohibits officers of the issuer or its child entities from being entitled to benefits triggered by a change in shareholding or control.
LR 6.51 Requires member approval where officer benefits may exceed the 5% threshold calculated under the rule.
LR 6.52 Requires an application for listing, and NSX approval, before further securities of an already-listed class are issued, subject to possible in-principle approval arrangements.
LR 6.57 Requires a board-approved and enforced internal dealing code restricting directors and officers from trading on unpublished price-sensitive information, including specified blackout periods.
LR 6.58 Requires the issuer to maintain a complete file of advertising and other materials used to market the issuer and its listed securities and produce it to NSX on demand. |
