The following information contains the specific requirements for listing requirements for the Australian Stock Exchange (ASX), if you would like to gain more insights on listing requirements under other exchanges please 'contact us'
The company must be seeking quotation of debt securities that are ‘financial products” as defined in the Corporations Act
The company must be a public company limited by shares, a government borrowing authority, a public authority, or an entity approved by ASX. Overseas companies may be required to give ASX legal opinions on
a) The status of the notes under the Corporations Act, and
b) The company’s recognition as a legal entity in its home jurisdiction and Australia.
The company must satisfy either (a), (b) or (c) below.
d) The company has net tangible assets of at least $10 million.
e) The company’s parent entity has net tangible assets of at least $10 million and will unconditionally and irrevocably guarantee all debt securities to be issued by the company for the period of quotation. The company’s parent entity will also need to provide to ASX copies of its annual accounts for release to the market.
f) The debt securities must be rated at least ‘investment grade’ by a rating agency approved by ASX and no credit rating agency has issued a rating less than ‘investment grade’ in relation to those debt securities.
If conducting a retail offering, a prospectus must be lodged with ASIC and the company’s structure and the terms of the retail securities to be quoted on ASX, must be appropriate for retail securities.
The company must apply and be granted quotation of all the securities that are in the class for which it seeks quotation. It is important to note that there is one flat listing fee (see Fees section below) in respect of the securities that are initially quoted, and no additional listing fees if a fungible line is being added to.
If the company is incorporated overseas, ASX must be satisfied that the entity complies with its constitution and the laws that govern it, and the listing rules of its home exchange (if any) and be registered as a foreign company under the Corporations Act.
If the entity is a trust, the responsible entity of the trust must be the issuer of the debt securities, the trust must be a special purpose trust constituted for the purpose of issuing the debt securities, must be a registered managed investment scheme or have an exemption from ASIC if the debt securities are retail securities and if foreign its responsible entity must be an Australian company or registered as a foreign company.
The company must execute an ASX Online Agreement.
In the case of wholesale debt securities, it must be a condition of the securities that they can only be transferred to a person who is not a retail client within the meaning of section 761G of the Corporations Act.
The aggregate face value for the securities must be at least $10 million.
The company will need to provide to ASX the offering document (prospectus, information memorandum and associated documents) that set out the terms of the debt securities. There may be a trust deed in respect of the securities, in which case it would need to be supplied to ASX. In wholesale issues this would typically take the form of a deed poll.
Any CHESS requirements relating to the company’s securities must be satisfied. In the case of wholesale debt issues, ASX regards settlement via the Austraclear system as an acceptable alternative.
A timetable relating to interest rate payments applies. This is normally addressed in the drafting process for the constitutive documents. For example, books closing dates (Record Dates) are usually at the close of business, eight calendar days prior to the Interest Payment Date
If a Record Date falls on a non-business day as determined by ASX, the Record Date will be taken to be the preceding business day.
Listed companies are under a continuous disclosure obligation in respect of quoted securities.
Each year a company must provide a copy of audited annual accounts. The timeframe depends on whether the company is incorporated locally or overseas.
Companies will need to provide a fresh copy of the document that sets out the terms of the debt securities if they amend it.
Wholesale – over the counter (OTC) issuance
These securities are typically issued on an excluded offer basis (i.e. without a prospectus) to sophisticated/professional investors, pursuant to section 708 of the Corporations Act.
To satisfy regulatory compliance and investor requirements, wholesale corporate debt issuers are often required to list their securities on an internationally recognised exchange. ASX has a streamlined and internationally competitive listing process for wholesale debt issuers. Listing on ASX:
Satisfies the ‘public offer test’ for interest withholding tax exemption purposes (see section 128F(3) of the Income Tax Assessment Act 1936 (Cth)) domestically issued bonds are now marketable overseas, provided certain conditions are met;
Typically satisfies overseas investors whose mandates require securities to be listed;
Is a timely and efficient process; and
Is cost effective when compared to other exchanges. Both listing and legal fees are in $A. Note that securities that are 'listed' and traded OTC are not quoted for trading on ASX
Public Company offer (UNLISTED) vs PTY LTD
Proprietary companies by definition are unlisted. They cannot raise capital by selling shares to the public. Funding for these enterprises typically originates outside public markets, usually from their directors or by accessing commercial lines of credit. Private companies can also raise revenue by offering shares to existing shareholders or employees.
On the other hand, public companies can be listed or unlisted, and are entitled to collect funds by providing securities (shares) in itself to the public. This allows a public company to raise large amounts of capital quickly. Listed public companies have their shares listed on the Australian Stock Exchange (ASX). Due to the nature of their revenue raising capacity, public companies must also disclose corporate financial information. They must also abide by stringent compliance rules, further distinguishing them from private companies.
As a general rule, if you are a public company offering securities for sale (for example, shares or debentures) then you must provide a disclosure document to potential investors.
A disclosure document is the broad term used to describe all regulated fundraising documents for the issue of securities.
There are four types of disclosure document:
An offer information statement
A profile statement, and
A two-part simple corporate bonds prospectus.
All companies entitled to fundraise can use a prospectus. You may also be able to use an offer information statement or a profile statement depending on the type of fundraising you intend to do and whether you satisfy the restrictions imposed on using those documents. You must use a two-part simple corporate bonds prospectus for offers of simple corporate bonds. The type of information you'll be required to provide in each of these disclosure documents is different in certain respects.
There are various risks typically associated with any investment including: