• ASX has formalised its timetable for fast-track listing applications for IPOs using a pathfinder prospectus or PDS.  The timetable is consistent with the ASX’s current approach to assessing listing applications in the context of up-front bookbuild structures.
  • ASX has introduced the concept of standard and non-standard waiver applications and has simplified the application process for standard waivers.

Amended guidance notes

In addition to updating its guidance note on continuous disclosure (see ‘ASX confirms guidance on continuous disclosure provisions’), ASX has released updated guidance notes in relation to:

  • applying for admission to the ASX (Guidance Note 1);
  • foreign entities listing on the ASX (Guidance Note 4);
  • significant changes to activities (Guidance Note 12);
  • trading halts and voluntary suspensions (Guidance Note 16); and
  • waivers and in-principle advice (Guidance Note 17).  

These updated guidance notes come into operation on 1 May 2013.

Two notable changes are the introduction of a fast-track listing process (Guidance Note 1) and the simplification of the application process for standard ASX waivers (Guidance Note 17).

Fast-track process for pathfinder prospectuses and PDS

  • In Guidance Note 1, ASX has formalised a fast-track process for offers proceeding by a pathfinder prospectus or PDS. This has become a common structure for IPOs. ASX may agree to review a company’s draft listing application and complete most of the work involved in assessing the application before the company formally lodges its final prospectus or PDS with ASIC.
  • Timetable: If ASX agrees to the fast-track process, it will proceed as follows:
    • 8 weeks prior to lodgement of prospectus or PDS with ASIC: The company must lodge any applications for in-principle advice on the Listing Rules with ASX 
    • 4 weeks prior to lodgement of prospectus or PDS: Lodge pathfinder prospectus or PDS and draft Appendix 1A (including accompanying documents) with ASX.  If the company is proposing to seek waivers from any Listing Rules in connection with its listing, lodge formal waiver applications. 
    • Lodgement of prospectus or PDS with ASIC: Provide ASX with a copy of the final prospectus or PDS, final Appendix 1A and accompanying documents, together with a mark-up of these documents showing any changes which have been made since they were initially lodged with ASX. If no changes were made, written confirmation of this fact must be given to ASX.
    • 2 weeks after lodgement of prospectus or PDS and application for listing: Quotation of securities on ASX.
  • ASX has noted that its ability to meet the fast-track timetable will depend on there being no material changes to the documents originally given to ASX.
  • New information form and checklist: Guidance Note 1 also introduces an ‘Information Form and Checklist (ASX Listings)’ that must accompany an Appendix 1A listing application together with all of the information and documents referred to in it. This form and checklist will be available on the ASX website. It is not clear what this form/checklist is - the ASX has confirmed that it will not be available until 1 May 2013.

Standard and non-standard waivers:

  • In Guidance Note 17 ASX has introduced the concept of ‘standard waivers’ and ‘non-standard waivers’.
  • Standard waivers are waivers which have been granted on numerous occasions by ASX and that ASX considers are not inconsistent with the principles on which the Listing Rules are based. A list of these standard waivers is annexed to the guidance note.  
  • Non-standard waivers are waivers that do not appear on the standard waiver list.
  • Many of the information requirements set out in Guidance Note 17 are now only required in the case of non-standard waivers. For example, providing ASX with:
    • information concerning the potential commercial ramifications if the waiver is not granted;
    • arguments as to why the waiver is consistent with the underlying policy and principles of the Listing Rules; and
    • examples of previous waivers that have been granted,  
  • is now only required in the case of non-standard waivers.
  • Whilst many common forms of waivers have been identified as ‘Standard waivers’ (such as the waiver required to cancel options for consideration in connection with a scheme of arrangement or takeover without shareholder approval) there are a number of notable absences from the list - for example, the waivers required to implement an accelerated entitlement offer.
  • Timetable for decision: ASX aims to advise of its decision in relation to a waiver application:
    • for a standard waiver – within 10 business days of accepting the application; and
    • for a non-standard waiver – within 20 business days of accepting the application.