ASX Compliance Update: Continuous Disclosure Guidelines on Counterparty Identification in Market-Sensitive Contract

The ASX has outlined its updated approach to continuous disclosure obligations under Listing Rule 3.1, specifically regarding the naming of counterparties to market-sensitive contracts. While there has been no change in ASX policy, the update provides additional flexibility for listed entities in certain circumstances.

Key Aspects of the Update:
Revised Disclosure Guidelines: ASX has expanded the situations where entities may not need to disclose the counterparty’s identity, provided the counterparty’s name is not considered market-sensitive. When it comes to disclosing details of market-sensitive contracts, the ASX typically will not mandate that entities reveal the name of the counterparty or customer in their announcements, subject to the following conditions being met:

The entity explicitly states that it does not consider the identity of the counterparty or customer as information that a reasonable person would expect to significantly influence the price or value of its securities.
The announcement includes all critical details necessary to evaluable the contract’s impact on the entity’s securities’ price or value, ensuring it remains comprehensive and free from misleading omissions.
A sufficient description of the counterparty or customer is provided – without naming them – covering any market-sensitive aspect, such as their reputation, standing and creditworthiness.

Market Sensitivity and Ramping Concerns: ASX continues to expect the identity of counterparties to be disclosed in most cases. If a material movement in an entity’s security price follows an announcement that does not meet the required disclosure criteria, ASX may take action, including requiring the counterparty’s name to be disclosed or halting trading of the listed entity’s security.

Clearer Guidance and Compliance Expectations: The update reinforces ASX’s ongoing commitment to ensuring that announcements are accurate, complete, and not misleading. Entities must comply with Listing Rule 3.1, even in cases of confidentiality agreements, and must ensure the market and investor have all the necessary information to assess the impact of transactions.

ASX will continue to monitor and enforce compliance, taking steps if there is concern that an announcement could mislead or result in market speculation.

If you have any questions regarding this update or require further assistance, please contact Glenn Vassallo (Managing Director), Scott Standen (Director) or Dale Copley (Associate).

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Her career history encompasses multi-faceted roles giving her exposure to the specialty fields of Human Resources, Marketing and Event Management. Roles have included:

Human resources, including recruitment, performance management, staffing, new employee onboarding, employee benefits, payroll and training and development.
Marketing – including roles involving the development and implementation of marketing and business development strategies.
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Public equity capital markets transactions
Management of due diligence processes
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Corporate structuring
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Scott is a founder and Director of GRT Lawyers and GRT Foundation and corporate lawyer. He leads a team of specialist legal professionals, providing advice to organisations of all sizes, from middle market, large corporates and government owned corporations.

Scott’s career spans more than 20 years as a corporate lawyer and has encompassed an in-house general counsel role, director of Statutory Authorities and corporate legal adviser to managing directors, chief financial officers and boards of directors of ASX listed companies.

Scott is regularly called on by clients to provide strategic corporate advice to boards of directors and to project manage merger and acquisition transactions and public equity markets transactions. He prides himself in providing technically accurate and commercially focused corporate advice for public, private and listed companies, boards of directors and corporate advisers.

In particular, Scott advises on public equity markets transactions, debt issuances and restructuring, corporate governance and advisory, regulatory compliance, public and private M&A transactions, contract negotiation and directors’ duties and liabilities.

EXPERIENCE

Scott’s experience includes:

Advising Cerro Resources Limited in relation to its public market merger and acquisition deal with Canadian based Primero Gold Limited and the concurrent spin out of assets to Santana Metals Limited and listing of Santana Metals Limited on ASX
Advising Discovery Metals Limited in relation to its A$250 million debt restructuring and associated equity raisings and proposed convertible note issue
Advising Polymetals Limited in relation to its acquisition by Southern Cross Goldfields by way of scheme of arrangement
Advising Southern Cross Goldfields Limited in relation to its A$60 million capital raising transaction involving equity, debt and hybrid securities
Dual listing on Hong Kong Exchange of ASX listed company
ASX listing of Asia focused technology / media company and
ASX listing of Apiam Animal Health Limited, vertically integrated provider of services and product to agricultural industry and
ASX listing of P2P Transport Limited.

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Scott holds Bachelor Degrees in Law and Business Administration and a Masters of Law. Scott has previously held positions as a Director on the Boards of the Queensland Manufactured Water Authority (and related entities) and the Queensland Bulk Water Authority (and related entities).