January 2011 Corporate Newsletter





Important information for ASX Listed Entities

1. Flooding in Queensland and other states: periodic financial reporting   Listed entities (other than mining exploration entities) will be aware that their Appendix 4D half-yearly reports (for 30 June balancers) or preliminary final reports (for 31 December balancers) for the period ended 31 December 2010 are due to be lodged with ASX by 28 February 2011. (Mining exploration entities are not required to lodge preliminary final reports, and their half-yearly reports are due 75 days after the end of the half-year – i.e. by 16 March 2011.)   ASX understands that there may be some listed entities who have been significantly affected by the recent flooding in Queensland and other States and who are likely to encounter difficulties in finalising their financial reports in time to meet their lodgement deadlines. In the case of half yearly reports, which must include the audit review report, this may be because the entity's auditors are not able to complete the audit review in time. (Preliminary final reports can be lodged before the audit report has been completed.)   Listed entities in this position are requested to contact their Listings Adviser as soon as possible to alert ASX to their position.   ASX will consider on a case by case basis any request for an extension of the due date for lodgement of periodic financial reports by any entity so affected.   It should be noted that any such extension will be for the shorte st period that a listed entity reasonably needs to complete and lodge its periodic reports. In this regard, it is unlikely that ASX will agree to an extension of more than 1 month. Any such extension will also be subject to the entity providing to the market, on or before the due date for lodgement of its periodic reports, information which is as complete as is possible in the circumstances about its financial position and its financial results for the relevant period.   All listed entities are reminded of their obligations under listing rule 3.1 (PDF 127KB) to announce immediately any information of which they become aware that a reasonable person would expect to have a material effect on the price or value of their securities. This includes any significant impact on their operations or results arising from the recent floods. It also includes any expected material change to their forecast results or any material change from the results for the previous corresponding period, or from consensus forecasts. This disclosure must be made immediately even if the entity is not able to quantify precisely the expected difference in the results. In making such disclosure, the entity must provide some details, however qualified, of the extent of the variation. For example a statement by an entity may indicate that based on internal management accounts, its expected net profit or EBIT will be an approximate amount (e.g. approximately $10m) or alternatively within a stated range (e.g. between $9m to $11m). Alternatively, the entity may indicate an approximate percentage movement (e.g. "up [or down] by 25% on the previous corresponding period"). ASX accepts that this information may not be precise and may be changed or amended on completion of the final accounts.  

2. Amendment to listing rule 8.14
On 24 January 2011, an amendment to listing rule 8.14 comes into effect that permits listed entities and their registries to charge a reasonable fee for registering paper-based off-market transfers. Listed entities must notify ASX Listings of the amounts which it proposes to charge, and sufficient evidence to enable ASX Listings to determine if the fee proposed is reasonable, before it may start cha rging the fee.
A new Guidance note 28 "Transfers and Registration: Fees for registering Paper-based Transfers in Registrable Form" has been issued to accompany the amended rule.
The proposal to amend listing rule 8.14 was first exposed for public comment in the 2007 Omnibus Listing Rule Amendments Exposure Draft released on 20 June 2007.




3. Consultation paper for listing rule amendment s: accelerated rights issues
ASX has released a consultation paper and exposure draft which sets out amendments ASX proposes to make to its Listing Rules to facilitate common forms of renounceable and non-renounceable capital raisings without the need for listing rule waivers. These types of capital raisings are commonly referred to as "accelerated rights issues" (or "Jumbo", "Rapid", or "Sareo").






  11-08MR ASIC releases market supervision report Monday 17 January 2011ASIC today released a report outlining key operational statistics and outcomes of its market and participant supervisory functions for the reporting period 1 August to 31 December 2010 and markets-related deterrence outcomes from 1 January 2009 to 31 December 2010. ASIC assumed responsibility for market supervision and real-time surveillance of trading from ASX on 1 August 2010. ASIC also supervises compliance with market integrity rules, compliance with the Corporations Act 2001 and ensures that Australian Financial Services Licence conditions are met by market participants.During the first quarter of market surveillance at AS IC, there were 28,512 trading alerts, with 91 matters requiring further consideration. This is consistent with the number of alerts and referrals received by ASX in previous quarters. Seventeen matters were referred for investigation and just over half of those investigations commenced within 30 days of a matter having been identified. Two of these matters were referred from the ASX. The matters referred for investigation involved potential insider trading (10), market manipulation (one) and possible breaches of the Market Integrity Rules (four) and continuous disclosure obligations (two). In addition to the 17 markets matters, a further four participant matters were identified during ASIC’s participant surveillance visits and referred for investigation – two of which relate to alleged unauthorised trading. Prevention of unauthorised trading and appropriate supervision of representatives are key themes addressed duri ng our visits and ASIC expect participants to have appropriate controls and culture in place.Matters concerning problematic algorithms have also been identified during our work with participants. ASIC is continuing to work with market participants and their clients to reduce the risk of algorithms having a negative impact on market integrity.  ASIC Commissioner, Shane Tregillis said, ‘The ASIC market surveillance unit has detected a number of potential market abuses. This number is similar to the number of matters previously detected by ASX. Our team is engaging with participants to amend order execution methods and review algorithmic trading issues. This role is essential in improving participant conduct and preventing potential misconduct and complements our deterrence role, which addresses more serious misconduct.’ 11-07MR ASIC applies for special leave to appeal James Hardie decision Friday 14 January 2011   ASIC today announced it has filed applications in the High Court for special leave to appeal the decision of the New South Wales Court of Appeal in the James Hardie matter, insofar as that decision concerns the former non-executive directors and the former company secretary and general counsel of James Hardie Industries Limited.    The judgment of the New South Wales Court of Appeal raises a number of issues of importance concerning ASIC’s obligations in the conduct of civil penalty proceedings. If granted special leave, ASIC will contend that the Court of Appeal erred in describing the scope and content of ASIC’s obligations when bringing civil penalty proceedings and in the way the Court's view of ASIC’s obli gations affected the outcome of the appeal.   Further, if granted special leave, ASIC will seek to challenge some of the conclusions reached by the Court of Appeal in assessing whether the board of James Hardie Industries Limited approved the ASX announcement made by the company. ASIC Chairman, Tony D’Aloisio, said, ‘In applying for special leave to appeal, ASIC is seeking clarification of the content and scope of ASIC’s obligations in the conduct of civil penalty proceedings. Seeking this clarification is in the public interest, as it will be of considerable significance for how regulatory agencies such as ASIC conduct civil enforcement proceedings. ASIC is also seeking to uphold the finding of the trial judge that the directors of James Hardie approved the ASX announcement made by the company and, in doing so, breached their duty to the company.’'  

Comments are closed.