ASX Proposes SPP and Material Placement Rules Changes

What are the highlights?
The proposed amendments seek to ensure the reputation and integrity of the ASX market while still serving the interests of both investors and issuers. The proposed amendments relate to:

1. The issuance of securities by listed entities (Capital Raises)

Any listed entity looking to perform capital raisings through share purchase plans, pro-rata issues, and material placements will have more constraints and further disclosure requirements.

Security Purchase Plan (SPP)
Currently, rule 7.1 requires listed entities to obtain security holder approval if they issue securities comprising more than 15% of their ordinary share capital within any 12-month period (commonly referred to as the “15% placement limit”). Exception 5 of rule 7.2 excludes from the 15% placement limit securities issued under an SPP that meets the conditions set out in that exception.
To still be able to rely on Exception 5 of rule 7.2, ASX is proposing that entities disclose in the SPP documents, the scale back arrangements that will be used if the offer is oversubscribed. Any scale back must be administered on a pro-rata basis to all SPP participants, depending on either:

  • the size of their security holdings on the record date for the SPP or an earlier date selected by the entity; or
  • the number of securities they have applied for under the SPP.

Security holders who have bought a nominal number of shares to obtain the SPP offer or divided their holdings to receive several offers may be addressed by the scale back arrangements. This proposal is aimed at pre-empting some inappropriate practices ASX had occasionally observed in relation to SPPs, where directors would apply preferential scale-back arrangements to themselves or to particular security holders they favoured, compared to other security holders.

Pro rata issues (entitlement offers)
ASX is proposing amendments to Exception 3 in rule 7.2, which allows entities to place the shortfall of an entitlement offer without using its 15% placement capacity, similar to the adjustments suggested for SPPs above.

The proposed changes will require an entity to set out its shortfall allocation policy in the offer documentation for a pro rata issue. The allocation policy must indicate that:

  • at first instance the shortfall will be offered to holders who participated in the offer and applied for more than their entitlement; and
  • that the shortfall be allocated to those security holders on a pro rata basis based on either:
    • the size of the security holder\’s holding on the record date for the entitlement offer or an earlier date selected by the issuer, or
    • based on the number of securities the security holder has applied for in excess of their entitlement.

Material Placements
Currently, when an entity makes a material placement, which ASX suggests defining as a placement of securities that comprises more than 10% of the number of ordinary securities on issue at the time the placement begins or for an aggregate issue price of more than $50 million (whichever is less), the entity must:

  • disclose in the offer documents whether existing security holders will be entitled to participate, and if so, on what basis;
  • disclose the results of the offer to the market within 5 business days of its completion, including details of the issuer\’s approach to identifying investors to participate in the offer and how it determined their respective allocations in the offer (including the key objectives and criteria used in the allocation process). Whether one of those objectives was to allocate pro-rata to current security holders with any major exceptions/differences); and
  • within 5 business days of being requested by ASX, provide to ASX (not for market release) a detailed allocation spreadsheet showing:
    • details of the persons to whom securities were allocated in the offer (including their name, existing holding as understood by the entity, the number of securities they applied for at or above the final price or were offered in the offer, and the number of securities they were allocated); and
    • details of persons who applied for securities at or above the final price and who did not receive an allocation in the offer (including their existing holding as understood by the issuer and the amount of securities applied for at or above the final price).

2. The admission of an entity to the official list and quotation of its securities (IPOs);

The minimum spread rule
Currently, under Rule 1.1 condition 8 an entity applying for admission to the ASX must have at least 300 non-affiliated security holders, each of whom holds a parcel of the entity’s main class of securities that are not “restricted securities” and that are not subject to voluntary escrow, with a value of at least $2,000.
ASX proposes to narrow this test by specifying that only security holders who are residents of Australia or another jurisdiction acceptable to ASX will count towards the 300 non-affiliated security holder threshold. This is in response to some difficulty ASX has had validating the authenticity of some foreign security holders. This may have a significant impact on small companies seeking admission to the ASX, particularly those with assets in foreign jurisdictions and who have raised capital from investors in those jurisdictions.

The commitments (assets) test
Currently, an entity applying for admission to ASX under the assets test must:

  • have commitments consistent with its stated business objectives to spend at least half of its cash and assets readily convertible to cash, or
  • have less than half of its total tangible assets (after raising any funds) in cash or in a form readily convertible to cash

ASX proposes that if an entity has a track record of profitability or revenue that ASX approves, it will not be needed to include those commitments in its IPO prospectus, nor will it be required to provide quarterly activity and cash flow reports. This amendment basically puts companies asking for admission under the assets test that have a track record of profitability or revenue on par with issuers applying under the profit test.

3. Transactions by listed entities with persons in a position of influence

ASX proposes amendments to the restrictions on termination benefits, allowing benefits to be provided (increased above the 5% limit) with shareholder approval in certain circumstances.

ASX proposes to amend rule 10.18 to empower security holders to approve an officer of the entity or of any of its child entities being entitled to termination benefits (or an increase in them) if a change occurs in the shareholding or control of the listed entity or child entity, in the same way that security holders can approve a termination benefit that exceeds the 5% limit in rule 10.19.

The ASX anticipates that the amendments to the Listing Rules outlined in the consultation paper will take effect on 1 December 2022.

Stakeholders are invited to provide feedback on the amendments, with submissions open until 27 May 2022.

Glenn Vassallo (Managing Director), Scott Standen (Director) and
 Ashley Hill (Director) can assist you with any queries in relation to your corporate legal requirements.

This article was written by GRT Lawyers, Panashe Muzira (Law Graduate). 


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Juanita Williams

Juanita has over 10 years’ experience practicing across planning and environment, mining and resource, and corporate and commercial. Juanita provides a wealth of experience and expertise to the corporate team, bringing a diverse perspective from her years across multi-disciplinary areas. 

Juanita has advised a diverse range of clients across various aspects of corporate and commercial law, including establishing incorporated associations, various contractual and advisory work in the pharmaceutical space, and advising on aspects of ASX Listing Rule compliance. 

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Meghan Bower

Meghan is a dedicated and high-performing graduate joining our commercial disputes team with over 5 years of pre-admission experience handling complex personal injury cases. She brings a comprehensive understanding of legal intricacies and a passion for advocating for her clients.

Throughout her career, Meghan has honed her skills in due diligence work, contract review, advice, ADR and multi-jurisdictional litigation including claims in the Supreme Courts of Queensland, New South Wales, Victoria and the Northern Territory. Her journey in the legal field has been marked by her unwavering commitment to client service and her ability to thrive under pressure. Meghan is on the cusp of becoming a qualified lawyer and is eager to contribute her skills and knowledge to GRT’s specialist litigation team.

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Holly McConnell

Holly is a Senior Associate in our Corporate Advisory group with a particular focus on equity capital markets, public and private mergers and acquisitions and general corporate matters, including compliance with the Corporations Act and ASX Listing Rules.  Holly acts for a range of clients, including listed and unlisted companies, small to large proprietary companies, early stage ventures, individuals and trustees.

Holly was admitted to practice as a solicitor in 2016 and worked for several years in a major national Australian law firm, prior to joining GRT Lawyers.


Andrew Doak

Andrew begun his legal career as a law clerk in Brisbane in 2008 and continued this through his studies until he graduated with a Bachelor of Laws from Queensland University of Technology in 2011.

He was admitted as a solicitor in 2012 and shortly thereafter moved to London where he worked for global top tier and Magic Circle law firms covering a variety of arbitration and litigation matters. As a highly skilled legal professional, he was responsible for managing multiple teams on document heavy litigation, many of which were centered around energy, commercial, insurance and financial services disputes.

Andrew had worked with senior lawyers and counsel on several high profile and well-publicised cases including class actions, large financial regulatory investigations, and complex international matters before making the decision to return home to Brisbane and join GRT in 2024.

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Dale Copley

Dale began working with GRT Lawyers at the start of 2023 after beginning his legal career with  top-tier firm. He recently retired from professional sports and is relatively new to the legal field, having been admitted in November of 2022.

Dale values the importance of teamwork and advising clients to assist them in achieving their business goals. His experience as a professional athlete has instilled in him the significance of collective efforts and strategic collaboration – qualities that now define his approach to his career in law.

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Rebecca Wei

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Amarzaya Gantumur

Amarzaya is the Head of GRT Lawyer’s International Projects Division.

She has over 14 years of experience in the global legal industry in both civil and common law jurisdictions. She has acted as counsel in numerous complex corporate and commercial transactions, and litigation matters, including cross border litigation and international commercial arbitration.

As a common law trained lawyer with working experiences in both civil law and common law jurisdictions, Amarzaya is particularly dedicated to international work due to her international clients and her global network. 

Her recent work experience includes representing a Mongolian state-owned entity in an international commercial arbitration (under SIAC rules); representing an Australian/Philippines entity in an international commercial arbitration (under SIAC rules); providing wide range of legal and technical support to a global mining services company in its operation in Mongolia; providing legal and technical support to a Mongolian financial institute in its operation in Australia.   

Amarzaya graduated from the School of Law, National University of Mongolia in 2004 and holds an LLM (Corporate and Finance Law) from the University of Hong Kong. She is fluent in both English and Mongolian. She was appointed as an arbitrator with the Mongolian International Arbitration Centre in 2022. She is a member of various other professional organizations, including the Chartered Institute of Arbitrators (CIArb).

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Rachel Hendrie

Rachel is a commercial dispute resolution lawyer who has experience in litigating significant commercial, construction and financial services disputes and in international arbitration. She is experienced with managing document heavy litigation.

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Alexander Sloan

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Alex has prosecuted and defended claims in the Supreme Courts of New South Wales, Victoria, Queensland and the ACT, and in the Federal Court of Australia. He also acted in the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry.

Alex was admitted to practice as a solicitor in 2015 and worked for several years in a national Australian law firm, prior to joining GRT Lawyers in 2021.

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Aylesha James-Pearson
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Aylesha serves as the General Manager at GRT Lawyers, providing effective leadership and overseeing the day-to-day operations of the firm. In her role, she manages human resources, marketing, events, and directly supervises the Administration team.

Bringing more than 19 years of experience in office management, senior administration, project and event management, as well as human resources, Aylesha has a proven track record of excellence in high-pressure environments. Her wealth of experience and professionalism ensures the seamless functioning of the firm. Aylesha excels in optimizing operational efficiencies by reviewing and implementing systems, policies, and procedures to support business functions, resulting in impactful results. She adopts a holistic approach, balancing a keen eye for detail with a focus on overarching goals.

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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:

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“There’s always another level up. There’s always another ascension. More grace, more light, more generosity, more compassion, more to shed, more to grow.” -Elizabeth Gilbert


Ashley Hill
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  • Commercial litigation
  • International commercial arbitration
  • Energy – oil, gas, coal, and electricity
  • Product liability – recalls and litigation
  • Resources – water and agribusiness
  • Financial services
  • Insurance – including D&O, PI and BI
  • Regulatory – securities and governance; anti-bribery and anti-corruption
  • Hotel development and management disputes
  • IT industry disputes
  • IP claims including counterfeiting, passing-off, copyright infringement
  • Mediation, Adjudication and Advocacy


Ashley has in excess of 23 years’ experience as a litigator and disputes lawyer. In his time at GRT Lawyers and working for top-tier Australian and global law firms (in the Middle-East and Singapore), Ashley has acted for clients across multiple continents on complex commercial litigation and international arbitration.


Ashley’s current practice includes investment protection and dispute matters across a number of industry sectors including energy and resources, financial services, technology, agribusiness, tourism, in addition to contentious regulatory, insurance disputes and product liability matters.

The international scope of Ashley’s work has given him a valuable insight into cross-border disputes in common law and civil law jurisdictions. He has practical experience with most of the world’s renowned international commercial arbitration institutions including ICC, LCIA, SIAC, SCC and ICDR/AAA.

Since 2014, Ashley has been listed in ‘Best Lawyers in Australia’ Peer Review for the categories of International Arbitration, Litigation, Insurance and Product Liability.  In 2019, Ashley was added to the Doyle’s Guide Leading Commercial Litigation and Dispute Resolution Lawyers in Queensland.


Ashley holds Bachelor Degrees in Law and Arts (University of New England) and he is:

  • a member of the Queensland Law Society (QLS)
  • Executive Council Member of Asia-Pacific Forum for International Arbitration (AFIA)
  • Associate Member of Australian Centre for International Commercial Arbitration (ACICA); and
  • ordinary member of Australian Insurance Law Association (AILA)

Scott Standen
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  • In depth understanding of the M&A processes (public M&A and private M&A transactions)
  • Public equity capital markets transactions
  • Management of due diligence processes
  • Deep understanding of governance frameworks
  • Corporate structuring
  • Capital structure management
  • Transaction management

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.


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.


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).

Managing Director

Glenn Vassallo
0422 857 760


  • Public capital markets
  • Corporate law
  • Private capital markets
  • Corporate advisory
  • Corporate structuring
  • Complex corporate disputes
  • Social entrepreneurship


Glenn is a founder of GRT Lawyers and the GRT Foundation. As the Managing Director of GRT Lawyers and chair of the GRT Foundation, Glenn is passionate about working with his highly sophisticated national and international clients to implement their corporate strategy and solve their complex problems.

Glenn is passionate about implementing the corporate strategy of GRT Lawyers and the GRT Foundation. Glenn’s significant experience in formulating and executing complex corporate transactions (including IPOs, takeovers, and other equity capital market transactions) with a particular focus on national and international stock and security exchanges puts him in a unique position to provide excellent advice.


After building GRT Lawyers into a high-quality law firm, and together with his wife Eliza, establishing the GRT Foundation into a sustainable Australian charity, Glenn built GRT App (a subsidiary of GRT Lawyers) and sold that to an ASX listed company. Glenn was the first chairperson of any Australian ASX listed company to successfully chair a real-time virtual meeting of shareholders. He is still today, the only person who has chaired a real-time virtual shareholders meeting for an ASX listed company.

Glenn is often invited to speak on global topics such as capital markets, initial public offerings, takeovers and more recently was invited to New York University to speak at its global conference about social entrepreneurship.


Glenn holds a Bachelor Degree of Law (LLB) and a Bachelor Degree of Commerce. He has been a long-standing member of the Law Council of Australia Company Law Committee and the Queensland Law Society Company Law Committee, member of the Australian India Business Council (Energy and Resources – Subcommittee) and has significant ASX listed board experience.