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The Department of Home Affairs has issued its draft guidance “Modern Slavery Act 2018: Draft Guidance for Reporting Entities” (Draft Guidance) for the new Modern Slavery Act 2018 (Cth) (the Act).
On 30 October 2017, ASX released a “bumper” update with further details of Listing Rule changes that will take effect from 1 December 2017. The main changes are to implement ASX’s new shareholder approval requirements for reverse takeovers (which are the most significant changes – see our separate Reverse takovers update) and to provide further guidance on ASX listing applications – most notably, to clarify once and for all, ASX’s expectations about the financial accounts to be provided by a company applying for quotation on ASX.
For any entity considering an ASX-listing and its financial, accounting and legal advisers, careful review of ASX Guidance Note 1 (in addition to Chapter 1 of the Listing Rules) is even more critical as the latest changes show how ASX is using this Guidance Note to be transparent about the full range of requirements it imposes on ASX-aspirants.
Some key new features of general application are:
Several of ASX’s Listing Rule and Guidance Note updates are of more relevance to already-listed ASX entities, including:
Use of Information Memoranda and “Compliance Listings”
The updated Guidance Note 1 also provides more detail about when ASX will agree to accept an “Information Memorandum” instead of a prospectus/ PDS for a listing and this now includes where the listing applicant:
provided that an offer of securities isn’t being undertaken in connection with the listing. So, it is clear that “compliance listings” for any other types of entity will not generally be entertained and ASX indicates that the level of support received in a capital raising will be one of the factors taken into account in exercising ASX’s discretion to admit an entity to listing on the exchange.
Medical cannabis listings and ICOs
ASX notes the increased interest in two types of raisings: ICOs (Bitcoin) and medical cannabis businesses.
On initial coin offerings, ASX warns of the legal, regulatory and public policy issues and explains that an entity seeking to list a business investing in, or making, ICOs will need to satisfy ASX of the bona fides of its business, of its compliance with all applicable law and the adequacy of disclosure of risks (including the emerging regulatory risks) involved.
Onto greener pastures – given the uncertainty of the legal status of medical cannabis businesses in the United States, the ASX has clarified that any US medical cannabis business looking to list on the ASX will need to provide evidence that the business can be lawfully carried out in the US (under both federal and state law). This evidence is expected in the form of a legal opinion from a US law firm, and the opinion must be included in the body of the prospectus.
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