International Law

ASIC has released new measures for market disclosure in capital raisings and unlisted disclosing entities.

Disclosure in capital raising by ASX-listed companies

The policies allow listed companies and managed investment schemes engaging in equity raisings increased scope to update the market through continuous disclosure obligations and a ?cleansing notice? instead of the currently required prospectus or PDS.

The rules for share purchase plans will be changed to allow:

• existing shareholders or unitholders to purchase further shares or units worth up to $15,000 through share purchase plans without a prospectus or PDS;
• listed managed investment schemes to make placements at a discount of more than ten per cent to the current unit price without member approval;
• more rights issues and placements using a cleansing notice instead of a prospectus or PDS, even if a listed entity has been suspended for more than the current five day maximum period;
• members to participate in accelerated rights issues and rights issue shortfall facilities even if they exceed the twenty per cent takeover threshold by doing so; and
• a person to underwrite a dividend reinvestment plan even if they exceed the twenty per cent takeover threshold by doing so.

Continuous disclosure by unlisted entities

ASIC has also announced measures to clarify how unlisted entities should provide continuous disclosure to investors. An unlisted disclosing entity includes unlisted companies and managed investment schemes with more than 100 members and unlisted debenture issuers.

The continuous disclosure laws apply to unlisted entities. Instead of lodging information with ASX, they must lodge with ASIC.

The guide (RG198) also contains good practice guidelines for website publication, including ensuring information is easy to locate on the site and posted as soon as practicable. Entities should make clear how they intend to comply with their continuous disclosure obligations.