Pty Ltd as of March 31, 2008
See www.asx.com.au/supervision/rules_guidance/astc_rules.htm for up-to-date rules
(a) | the Procedures; | ||
(b) | the Australian Securities Exchange Disciplinary Processes and Appeals Rulebook; and | ||
(c) | the Corporations Act. |
(a) | section 822B of the Corporations Act; and | ||
(b) | Rules 1.2.3 and 1.2.4. |
(a) | each Facility User covenants with ASTC and each other Facility User to observe the Rules and to perform the obligations which the Rules purport to impose on the Facility User, in the manner provided by the Rules; and | ||
(b) | subject to Rules 3.6.11 to 3.6.18 inclusive, ASTC covenants with each Facility User to observe the Rules and to perform the obligations which the Rules purport to impose on ASTC, in the manner provided by the Rules. |
Page 1 of 84
(a) | making State of Emergency Rules (that may be inconsistent with these Rules) for the protection of the interests of ASTC and Facility Users; | ||
(b) | suspending provision of any ASTC facilities and services to one or more persons; | ||
(c) | taking, or refraining from taking, or directing a Participant to take or refrain from taking, any action which ASTC considers is appropriate; | ||
(d) | taking any action in the name of and at the expense of a Participant; or | ||
(e) | other action that is inconsistent with these Rules (other than Rule 1.3). |
Page 2 of 84
(a) | any failure or delay in performance in whole or in part of the obligations of ASTC under the Rules or any contract, if that failure or delay is caused directly or indirectly by a State of Emergency which entitles ASTC to act under this Rule 1.3; or | ||
(b) | any loss, liability, damage, cost or expense arising in any way (including, without limitation, by negligence) from the bona fide exercise of any power, right or discretion conferred upon ASTC by this Rule 1.3. |
Page 3 of 84
(a) | a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any regulation or statutory instrument issued under, that legislation or legislative provision; | ||
(b) | a reference to the operating rules of an Approved Clearing Facility, the operating rules of an Approved Market Operator, the Listing Rules, these Rules, the Procedures or the Fees and Charges Schedule is a reference to the operating rules, the Procedures or the Schedule as modified or amended from time to time; | ||
(c) | the singular includes the plural and vice-versa; | ||
(d) | a reference to person, body, corporation, trust, partnership, unincorporated body, firm, association, authority or government includes any of them; | ||
(e) | a word denoting any gender includes all genders; | ||
(f) | if a word or expression is given a particular meaning, another part of speech or grammatical form of that word or expression has a corresponding meaning; | ||
(g) | a reference to power includes a reference to authority and discretion; | ||
(h) | a reference to a Rule (eg Rule 2.4) includes a reference to all sub-Rules included under that Rule (eg Rule 2.5.4); | ||
(i) | a reference to a Section (egSection 2) includes a reference to all Rules and sub-Rules within that Section; | ||
(j) | a reference to any Rule or Procedure is a reference to that Rule or Procedure as amended from time to time; | ||
(k) | a reference to time is to the time in Sydney, Australia; | ||
(l) | a reference to currency is a reference to Australian currency; | ||
(m) | a reference to writing includes typing, printing, lithography, photography, telex, facsimile or any other mode of representing or reproducing words in a visible form; |
Page 4 of 84
(n) | where there is a reference to the power of ASTC to make, demand or impose a requirement there is a corresponding obligation of the relevant Participant to comply with that demand or requirement in all respects; and | ||
(o) | a reference to ASTC notifying or giving notice to a Participant or vice-versa is a reference to notifying or giving notice in accordance with Rule 1.10. |
(a) | a reference to conduct or engaging in conduct includes a reference to doing, refusing to do or omitting to do, any act, including the making of, or the giving effect to a provision of, an agreement; and | ||
(b) | unless the contrary intention appears, a reference to doing, refusing or omitting to do any act or thing includes a reference to causing, permitting or authorising: |
(i) the act or thing to be done; or | |||
(ii) the refusal or omission to occur. |
Page 5 of 84
(a) | by an officer, employee, Third Party Provider or other agent of the person, and whether or not within the scope of the actual or apparent authority of the officer, employee, Third Party Provider or other agent; or | ||
(b) | by any other person at the direction or with the consent or agreement (whether express or implied) of an officer, employee, Third Party Provider or other agent of the person, and whether or not the giving of the direction, consent or agreement is within the scope of the actual or apparent authority of the officer, employee, Third Party Provider or other agent, |
Page 6 of 84
(a) | the example or note is not to be taken to be exhaustive; and | ||
(b) | if the example or note is inconsistent with the Rule, the Rule prevails. |
(a) | the name of a body is changed in accordance with the law (whether or not the body is incorporated); or | ||
(b) | the name of an office is changed by law, |
(a) | amended; | ||
(b) | deleted; or | ||
(c) | lapses or otherwise ceases to have effect, |
(d) | revive anything not in force or existing at the time at which that circumstance takes effect; | ||
(e) | affect the previous operations of that Rule or Procedure or anything done under that Rule or Procedure; |
Page 7 of 84
(f) | affect any right, privilege, obligation or liability acquired, accrued or incurred under that Rule or Procedure; | ||
(g) | affect any penalty, forfeiture, suspension, expulsion or disciplinary action taken or incurred in respect of any contravention of that Rule or Procedure; or | ||
(h) | affect any investigation, disciplinary proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty, forfeiture, suspension, expulsion or disciplinary action, |
Page 8 of 84
(a) | if the Holding does not exist at the time of the entry, establishing the Holding with a Holding Balance equal to that number of Financial Products; or | ||
(b) | if the Holding already exists at the time of the entry, adding that number of Financial Products to the Holding Balance of the Holding. |
(c) | if the Holding Balance of the Holding is equal to that number, removing the Holding from the register; and | ||
(d) | if the Holding Balance of the Holding is greater than that number, subtracting that number of Financial Products from the Holding Balance. |
(a) | the Subposition is created over that number of Financial Products; or | ||
(b) | an existing reservation in a Subposition of Financial Products in that Holding is increased by that number of Financial Products. |
Page 9 of 84
(a) | the Subposition over that number of Financial Products is removed; or | ||
(b) | where the total number of Financial Products in the Holding that are reserved in the Subposition exceeds the number of Financial Products specified to be released, the Subposition reservation is reduced by that specified number of Financial Products. |
(a) | an entitlement & acceptance form; | ||
(b) | a provisional letter of allotment; and | ||
(c) | an application form (whether or not attached to a prospectus). |
Page 10 of 84
(a) | a Firm Allocation Component; | ||
(b) | a book-build; or | ||
(c) | a placement. |
(a) | representing an Approved Financial Product applied for, or to be applied for, under an Offer; and | ||
(b) | by which the Issuer calculates the number of Approved Financial Products to be issued or disposed under Rule 15.27. |
(a) | adequate rules or procedures relating to the operation of the facility, including effective risk management procedures; | ||
(b) | adequate arrangements for supervision and regulation of the facility; and | ||
(c) | sufficient resources to conduct the facility and perform its supervisory and regulatory functions. |
Page 11 of 84
Page 12 of 84
(a) | not in a Locked Holding; | ||
(b) | in the case of Financial Products in an Issuer Sponsored Holding, not reserved under the Listing Rules for the benefit of an Offeror in relation to a takeover scheme; | ||
(c) | in the case of Financial Products in a CHESS Holding, not reserved in a Subposition. |
(a) | in the case of a body corporate, where: |
(i) an administrator of the body corporate is appointed under section 436A, 436B or 436C of the Corporations Act; | |||
(ii) the body corporate commences to be wound up or ceases to carry on a business; | |||
(iii) a receiver, or a receiver and manager, of property of the body corporate is appointed, whether by a court or otherwise; or | |||
(iv) the body corporate enters into a compromise or arrangement with its creditors or a class of them; or |
(b) | in the case of a natural person, where: |
(i) | a creditor’s petition or a debtor’s petition is presented under Division 2 or 3, as the case may be, of Part IV of the Bankruptcy Act 1966 against the person, the partnership in which the person is a partner, or two or more joint debtors who include the person; |
Page 13 of 84
(ii) the person’s property becomes subject to control under Division 2 of Part X of the Bankruptcy Act 1966; | |||
(iii) the person executes a deed of assignment or deed of arrangement under Part X of the Bankruptcy Act 1966; | |||
(iv) the person’s creditors accept a composition under Part X of the Bankruptcy Act 1966; or | |||
(v) the person’s creditors accept a debt agreement proposal under Part IX of the Bankruptcy Act 1996, |
(a) | a Settlement Transfer in Batch Settlement and, if the instruction is for value, payment in DvP Batch Settlement; or |
(b) | in respect of a Payment Batch Instruction, payment in Batch Settlement, |
(a) | a CCP Net Batch Instruction; |
(b) | a CCP Gross Batch Instruction; |
(c) | a CCP Derivatives Payment Batch Instruction; |
(d) | a Dual Entry Batch Instruction; |
(e) | a Dual Entry Payment Batch Instruction; |
(f) | a Single Entry Batch Instruction; and |
(g) | a Direct Batch Instruction. |
(a) | a Saturday, Sunday, New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day; and |
(b) | any other day which ASTC notifies Facility Users is not a Business Day. |
Page 14 of 84
(a) | ancillary to a Participant’s Net Position Record; and |
(b) | tagged with an RTGS Account Identifier, |
(a) | CUFS; and |
(b) | DIs. |
(a) | an Issuer-Sponsored Subregister of Holders of CDIs and a CHESS Subregister of Holders of CDIs; or |
(b) | with the consent of ASTC, a CHESS Subregister of Holders of CDI. |
Page 15 of 84
(a) | ACH for the purpose of clearing Cash Market Transactions and Cash CCP Transactions; and |
(b) | ASTC for the purpose of settling transactions in Approved Financial Products, Transfering Financial Products and registering Transfers. |
(a) | a provision of these Rules; or |
(b) | a provision of Chapter 7 of the Corporations Act which is material to the operation of CHESS. |
(a) | that part of an Issuer’s register; |
(b) | that part of a Foreign Issuer’s CDI Register, for a class of the Issuer’s Approved Financial Products; or |
Page 16 of 84
(c) | the FDI Register for a class of Participating International Financial Products, |
(a) | the number of FOR Financial Products in a Holding whose Residency Indicator is recorded by ASTC as “F”, calculated as the current Holding Balance of FOR Financial Products; or |
Page 17 of 84
(b) | the number of FOR Financial Products in a Holding whose Residency Indicator is recorded as “ F”, at Start of Day, adjusted by: |
(i) | those Financial Products transferred into the Holding pursuant to a Foreign to Foreign Allocation during that Business Day; and | ||
(ii) | any Conversions of those Financial Products into or out of the Holding; and | ||
(iii) | those Holding Adjustments initiated by an Issuer pursuant to Rule 5.12.4; less | ||
(iv) | that number of Financial Products transferred out of the Holding pursuant to a Foreign to Foreign Allocation during that Business Day. |
(a) | Transfer or Convert Financial Products from the Holding; or |
(b) | transfer in terms of Rule 13.19.2; or |
(c) | Transmute FDIs from the Holding. |
(a) | the registry is satisfied that the Registration Details for the Certificates, SRN or other form of Source Holding match the Registration Details for the Target Holding; and |
(b) | the Participant is able to initiate the Conversion message. |
(a) | action taken by an Issuer of Financial Products for the purpose of giving an Entitlement to Holders of a class of the Issuer’s Financial Products; |
(b) | action taken by a Principal Issuer for the purpose of giving an Entitlement in respect of Principal Financial Products held by a Depositary Nominee to Holders of CDIs; and |
(c) | in relation to Section 13 action taken by an issuer of Participating International Financial Products for the purposes of giving an Entitlement in respect to Participating International Financial Products, held by a Depositary Nominee. |
Page 18 of 84
(a) | the execution of outstanding orders; or |
(b) | the clearing and settlement of outstanding transactions. |
(a) | active; or |
(b) | null (inactive). |
(a) | most recently notified in accordance with Rules 11.9.1(c) and 11.9.3(c); and |
Page 19 of 84
(b) | recorded by ASTC against the Net Position Record to which that Debit Cap applies. |
(a) | CHESS Depositary Nominees Pty Ltd (as long as it remains admitted to participate in CHESS under Rule 4.3.1); or |
(b) | a person admitted as a General Settlement Participant under Rule 4.3.1, whose function is to hold Title or Other Interest to Principal Financial Products or Participating International Financial Products. |
Page 20 of 84
(a) | the Controlling Participant; or |
(b) | if the Controlling Participant is an incorporated entity, a Related Body Corporate of that Participant; or |
(c) | if the Controlling Participant is a partnership, a nominee company provided all of its issued capital is owned by the partners. |
Page 21 of 84
(a) | a DvP Batch Instruction; or |
(b) | a DvP RTGS Instruction. |
(a) | DvP Batch Settlement; or |
(b) | DvP Real Time Gross Settlement. |
Page 22 of 84
(a) | rights; | ||
(b) | bonus issues; | ||
(c) | dividend, interest and trust distribution payments; | ||
(d) | priority issues; | ||
(e) | offers under an equal access scheme; and | ||
(f) | in relation to Participating International Financial Products means any equivalent or similar benefit (however described) provided or offered by the issuer of the Participating International Financial Products. |
(a) | listed on an Approved Market Operator; |
(b) | with power and approval to continually issue and have quoted on an Approved Market Operator, Financial Products in the scheme; and |
(c) | which provides for the issue of new Financial Products in return for the subscriber transferring to the scheme a portfolio of Financial Products. |
Page 23 of 84
(a) | those FOR Financial Products determined by an Issuer that cause the Foreign Ownership Percentage Level to be exceeded; or |
(b) | with the exception of a Foreign to Foreign Allocation, those FOR Financial Products determined by an Issuer, where the Issuer is authorised to do so under its constitution or governing legislation, to have been transferred into a Holding with a Residency Indicator of “F”, on the day when the Foreign Ownership Percentage Level Foreign Holder Percentage Level is exceeded. |
(a) | a Participant; or |
(b) | an Issuer of Approved Financial Products. |
Page 24 of 84
(a) | test RTGS Instructions within CHESS in the manner contemplated by Rules 11.18, 11.19 and 11.20; and | ||
(b) | hold and allow ASTC to monitor unsettled RTGS Instructions during the RTGS Settling Phase. |
(a) | Division 4 financial products as defined in Regulation 7.11.03 of the Corporations Regulations; or | ||
(b) | For the purposes of Rule 8.3.2, financial products issued under an employee incentive scheme and company issued options. |
Page 25 of 84
(a) | an adjustment to the Holding Balance of a CHESS Holding initiated by the Issuer because Financial Products in the Holding have: |
(i) | been absorbed into an existing class of Financial Products (for example, Financial Products that do not rank for a Dividend to Financial Products that do); or | ||
(ii) | been assigned a new Financial Product Code (for example, because of a Reconstruction); or |
(b) | in respect of Allocation Interests, an adjustment to a Holding of Allocation Interests initiated by the Issuer in order to despatch Approved Financial Products under Rule 15.27. |
(a) | has its principal place of business in a country other than Australia; | ||
(b) | is authorised to provide clearing and settlement services in the country in which it has its principal place of business; and | ||
(c) | is subject to prudential and/or other regulatory supervision in the country in which it has its principal place of business by a regulatory authority that has entered into an information sharing arrangement dealing with market matters with the Commission. |
(a) | for the specified period; and | ||
(b) | in respect of each CHESS Holding containing Confirmed FOR Financial Products in the specified sets out a summary on a daily basis of: | ||
(c) | total units added to the Holding pursuant to Foreign to Foreign Allocations; | ||
(d) | total units deducted from the Holding pursuant to Foreign to Foreign Allocations; | ||
(e) | total units added to the Holding of Confirmed FOR Financial Products as a result of registry authorised transactions; |
Page 26 of 84
(f) | total units deducted from the Holding of Confirmed FOR Financial Products as a result of registry authorised transactions; and | ||
(g) | the end of day closing balance for the Holding. |
(a) | is a foreign person; | ||
(b) | is an associate of a foreign person; or | ||
(c) | has a beneficial interest in the Financial Products, part of that beneficial interest vesting in a Foreign Person, |
(a) | the HINs of all Holders on the Subregister; and | ||
(b) | the Holding Balances of all Holdings; and/or |
Page 27 of 84
(c) | the Cum Entitlement Balances for all Holdings or former Holdings. |
(a) | identify a Holder of Financial Products on the CHESS Subregister; and | ||
(b) | link the Holding details maintained on the CHESS Subregister with the Holder’s Registration Details. |
(a) | a person registered as the legal owner of Financial Products in a Holding; | ||
(b) | a person who is recorded as holding CDIs on the CDI Register; | ||
(c) | a person who is recorded on a record of Allocation Interests; or | ||
(d) | a person who is recorded as holding FDIs on the FDI Register. |
(a) | establishes a Holder Record; | ||
(b) | controls a CHESS Holding, (for example, Direct, Participant Sponsored or Clearing Account). |
Page 28 of 84
(a) | a number of Financial Products of an Issuer held by a Holder on the Issuer’s register; | ||
(b) | a number of CDIs held by a Holder on the CDI Register; | ||
(c) | a number of Allocation Interests recorded in respect of a Holder; or | ||
(d) | a number of FDIs recorded as held by a Holder on an FDI Register. |
(a) | give effect to a Corporate Action or Reconstruction in relation to a class of the Issuer’s Financial Products; | ||
(b) | establish a CHESS Holding pursuant to a new issue of Approved Financial Products; | ||
(c) | move Financial Products from a CHESS Holding for the purpose of Divestment or forfeiture; or | ||
(d) | move Financial Products to or from a CHESS Holding in such other circumstances as: |
(i) | are permitted by these Rules; or | ||
(ii) | may be agreed between ASTC and the Issuer. |
(a) | for the specified period; and | ||
(b) | in respect of each CHESS Holding of Financial Products in the specified class that has undergone a Holding Balance change during the specified period, | ||
(c) | sets out, a summary on a daily basis of: |
(i) | total units added to the Holding; | ||
(ii) | total units deducted from the Holding; | ||
(iii) | total units added to the Holding as a result of registry authorised transactions; | ||
(iv) | total units deducted from the Holding as a result of registry authorised transactions; and | ||
(v) | the End of Day closing balance for the Holding. |
Page 29 of 84
(a) | Participants or senior officers of Participants; or | ||
(b) | senior officers of Issuers or of Issuers’ Third Party Providers. |
(a) | a listed company or company whose Financial Products are quoted by a market licensee or by a financial market or type of financial market exempted under section 791C of the Corporations Act; | ||
(b) | a warrant issuer; | ||
(c) | the responsible entity of a managed investment scheme; | ||
(d) | a Foreign Issuer. |
(a) | that part of an Issuer’s register that records uncertificated Holdings of Financial Products in accordance with Listing Rule 8.2; or | ||
(b) | that part of a CDI Register, that is administered by the Issuer (and not ASTC). |
(a) | the issue of Financial Products only, the Despatch Date; | ||
(b) | the payment of money only, the due date of payment; or |
Page 30 of 84
(c) | a combination of the issue of Financial Products and the payment of money, the later of the Despatch Date and the due date of payment, |
(a) | ASX; or | ||
(b) | in the Rules made from time to time pursuant to arrangements entered into under section 798C of the Corporations Act, in relation to quoted financial products issued by ASX, “the Commission”; or | ||
(c) | in relation to: |
(i) | a class of financial products quoted, or to be quoted by; or | ||
(ii) | a participant of a market licensee under the Corporations Act other than ASX, |
(d) | the operator of a financial market or type of financial market exempted under section 791C of the Corporations Act. |
Page 31 of 84
(a) | in relation to Dual Entry RTGS Messages, Messages that are Matched under Rule 11.13.3; | ||
(b) | in relation to Dual Entry Batch Messages, Messages that are Matched under Rule 9.5.2 or 10.9.3; | ||
(c) | in relation to Dual Entry Switch to Batch Settlement Messages, Messages that are Matched under Rule 11.12.3; | ||
(d) | in relation to Dual Entry Switch to RTGS Messages, Messages that are Matched under Rule 10.6.1 or 10.11.8; and | ||
(e) | in relation to Dual Entry Payment Batch Messages, Messages that are Matched under Rule 10.8.3, |
(a) | active; or | ||
(b) | inactive. |
Page 32 of 84
(a) | an offer for subscription or an invitation to subscribe for Financial Products, under which an Issuer must issue; or | ||
(b) | an offer under which an Issuer must dispose of, |
(a) | the transaction was entered into in the ordinary course of trading on an Approved Market Operator’s market; or | ||
(b) | the transaction is, under the operating rules of an Approved Market Operator, described, or to be described, as ‘special’ when it is reported to the Approved Market Operator; or | ||
(c) | in relation to a transaction between a Participant and a Participant who is not a Market Participant, a confirmation is issued in relation to a transaction under paragraph (a) or (b); or | ||
(d) | in relation to a transaction between two Participants that are not Market Participants, the transaction is entered into solely for the purpose of facilitating settlement of a transaction of a kind referred to in paragraph (a) or (b). |
Page 33 of 84
(a) | in relation to a group of Participants within paragraph (a) of the definition of Participant Group, any Participant within that group that is notified to ASTC by all the Participants within that group; or | ||
(b) | in relation to a group of Participants within paragraph (b) of the definition of Participant Group, the Settlement Participant that is notified to ASTC by all the Participants within that group. |
(a) | a group of Participants that are related bodies corporate within the meaning of section 50 of the Corporations Act; or | ||
(b) | a Settlement Participant which has a written agreement with one or more Account Participants and each of those Account Participants with whom it has a written agreement. |
Page 34 of 84
(a) | traded on a market other than in Australia; and | ||
(b) | declared by ASTC under Rule 13.15 from time to time to be available for settlement by means of FDIs. |
(a) | the Facility User to whom a Contravention Notice was given in the Proceeding; or, | ||
(b) | ASTC or the Facility User to or by whom an Appeal Notice was given in the Appeal, |
(a) | a CCP Derivatives Payment Batch Instruction; or | ||
(b) | a Dual Entry Payment Batch Instruction. |
(a) | if the Participant’s net obligation to make payment is not authorised, the amount of the net obligation for which authorisation is sought; or | ||
(b) | if the Participant’s net obligation to make payment is not authorised, the difference between the amount of the net obligation to make the payment that has already been |
Page 35 of 84
authorised by the Payments Provider and the amount of the net obligation to make a payment for which further authorisation is sought from the Payments Provider. |
(a) | operates an exchange settlement account with the Reserve Bank of Australia in its own name; | ||
(b) | has the operational capacity to: |
(i) | authorise and make payments on behalf of Participants; | ||
(ii) | make payments to Participants; and | ||
(iii) | register entries in the Payments Provider User Group for the purpose of discharging its net obligation to make payment to the Bank or its net entitlement to receive payment from the Bank in accordance with the Standard Payments Provider Deed; |
(c) | meets the technical and performance requirements prescribed by ASTC to ensure that the person does not affect the integrity or orderly operation of CHESS; and | ||
(d) | is a person who facilitates Batch Settlement by approving or making payments in accordance with the terms and conditions of the relevant Standard Payment Providers Deed. |
(a) | used as the identification code of the Participant that controls a Holding on the CHESS Subregister; and | ||
(b) | included in a Message header to identify the source and/or destination of CHESS Data Messages. |
Page 36 of 84
(a) | any parent body of the body; | ||
(b) | each Director or person in the position of a Director; | ||
(c) | where the body consists of two or more partners or trustees, each principal (within the meaning of paragraphs (a) and (b)) of each of those partners or trustees. |
(a) | a Foreign Issuer; or | ||
(b) | a DI Issuer. |
Page 37 of 84
(a) | in the case of a Facility User, the physical location of an application system that the Facility User employs to operate an interface with CHESS; or | ||
(b) | in the case of ASTC, the physical location of the application system that operates CHESS. |
Page 38 of 84
(a) | end of Settlement Processing Phase; | ||
(b) | Trade Instruction Cut-Off; | ||
(c) | End of Day. |
Page 39 of 84
(a) | the number of Financial Products of that class required to be delivered from that Holding in Real Time Gross Settlement under that RTGS Instruction on that day; | ||
(b) | the number of Financial Products of that class Reserved against that Holding in relation to RTGS Instructions at that time in the RTGS Settling Phase, and | ||
(c) | prior to ASTC recording under Rule 10.12.1(f)(ii) a movement of Financial Products of that class against that Holding to effect DvP Net Settlement on that day, the number of Financial Products of that class that ASTC has determined at Settlement Cut-off will be so recorded as a movement against that holding at DvP Notification on that day, |
Page 40 of 84
(d) | the total number of Available Financial Products at that time in the Holding. |
(a) | that satisfies the criteria for participation in Real Time Gross Settlement set out in Rule 11.5; and | ||
(b) | for which a Net Position Record has been established under the Rules that records the Net Position Record Status as active. |
(a) | satisfies the criteria for participation in Real Time Gross Settlement in CHESS set out in Rule 11.6.1; and | ||
(b) | has been admitted to participate in Real Time Gross Settlement in CHESS in that capacity. |
Page 41 of 84
(a) | generated by ASTC; and | ||
(b) | used to ensure secure communications between ASTC and Facility Users. |
Page 42 of 84
(a) | a Participant that has been admitted to participate in the Settlement Facility as a General Settlement Participant; or | ||
(b) | a person that has been admitted to participate in the Settlement Facility as a Specialist Settlement Participant. |
Page 43 of 84
Page 44 of 84
(a) | fire, power failure or restriction, communication breakdown, accident, flood, embargo, boycott, labour dispute, unavailability of data processing or any other computer system or facility, act of God; or | ||
(b) | act of war (whether declared or undeclared) or an outbreak or escalation of hostilities in any region of the world which in the opinion of ASTC prevents or significantly hinders the operation of the Settlement Facility; or | ||
(c) | an act of terrorism; or | ||
(d) | other event which, in the opinion of ASTC, prevents or significantly hinders the operations of the Settlement Facility. |
(a) | activity in relation to Financial Products held in a CHESS Holding may be restricted; and | ||
(b) | access to those Financial Products for limited purposes may be given to a Participant other than the Controlling Participant. |
(a) | in the case of Financial Products other than CDIs, a CHESS Subregister or an Issuer Operated Subregister; or | ||
(b) | in the case of CDIs, a CDI Register. |
(a) | Batch Instructions notified to ASTC by an Approved Market Operator under Rule 10.9.1; and | ||
(b) | Batch Instructions that result from Matched Dual Entry Batch Messages, | ||
(c) | to assist ASTC in monitoring compliance with these Rules. |
Page 45 of 84
(a) | operates an interface with CHESS; | ||
(b) | performs any obligations of a Facility User under these Rules; or | ||
(c) | uses facilities provided by ASTC, |
(a) | legal title where the Financial Products can be owned at law, and | ||
(b) | equitable or beneficial title where the Financial Products can be owned only in equity. |
Page 46 of 84
(a) | a Saturday, Sunday, New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day; and | ||
(b) | any other day that ASTC may declare and publish is not a trading day. |
(a) | from a CHESS Holding to any other Holding; or | ||
(b) | from any Holding to a CHESS Holding. |
(a) | Principal Financial Products to be converted into CDIs, or CDIs to be converted into Principal Financial Products; or |
Page 47 of 84
(b) | Participating International Financial Products to be converted into FDIs, or FDIs to be converted into Participating International Financial Products; |
(a) | the UIC of an Issuer; | ||
(b) | a PID; or | ||
(c) | such other numeric code allocated by ASTC. |
(a) | identifies the source of the Message in the Message header by specifying a current source UIC that is compatible with the specified AIC; | ||
(b) | correctly identifies the destination of the Message in the Message header by specifying the current UIC for the targeted Message recipient; | ||
(c) | is formatted in accordance with and contains all the mandatory data requirements specified in the EIS; | ||
(d) | has been properly authenticated, (determined by reference to the MAC); and | ||
(e) | meets CHESS encryption requirements specified in the EIS. |
(a) | the Participant Warranties and Indemnities; | ||
(b) | the Issuer Warranties and Indemnities; or | ||
(c) | the ASTC Indemnity. |
Page 48 of 84
(a) | for the Conversion of Financial Products in a Participant Sponsored Holding to any other mode of Holding; | ||
(b) | to initiate a change of sponsorship for the Financial Products; | ||
(c) | to endorse or initiate an off market transfer of Financial Products; or | ||
(d) | to accept a takeover offer for the Financial Products on behalf of the Participant Sponsored Holder; | ||
(e) | to accept a takeover offer for the Securities on behalf of the Participant Sponsored Holder. |
(a) | suspension and revocation of Approval; | ||
(b) | establishing and dealing with Holdings of Financial Products and CHESS Subregisters; and | ||
(c) | other provisions affecting Holdings (such as confidentiality, Holding Locks, reporting, recording details, Corporate Actions and correction of errors). | ||
Page 49 of 84
(a) | subject to paragraph (b), the CHESS Subregister for a class of an Issuer’s Approved Financial Products forms part of the Issuer’s principal register for that class of Financial Products; and | ||
(b) | if an Issuer’s principal register for a class of Approved Financial Products is located outside Australia, the CHESS Subregister forms part of the Issuer’s principal Australian register, notwithstanding the fact that the Australian register is a branch register and forms a part of the Issuer’s principal register outside Australia. |
(a) | the Registration Details and HIN of each person with a CHESS Holding of Financial Products in that class; and | ||
(b) | in relation to each such person, the number of Financial Products held. |
(a) | the register being open for inspection; or | ||
(b) | furnishing a copy of the register or any part of the register. |
(a) | give notice to the Commission in accordance with Section 1301(1) of the Corporations Act specifying (subject to Rule 8.6.5) the registered office of ASTC as the situation of the place of storage of the information maintained by ASTC on a CHESS Sub-register; | ||
(b) | give a copy of that notice to ASTC; and | ||
(c) | give a copy of that notice to the exempt or special stock market or exempt financial market where the Issuer’s Financial Products are quoted. |
Page 50 of 84
(a) | ASTC must promptly give Notice to the Issuer of the new place of storage; and | ||
(b) | the Issuer must give notice to the Commission of the new place of storage in accordance with Section 1301(4) of the Corporations Act. |
(a) | Holdings that are controlled by a Participant; or | ||
(b) | such other Holdings as are determined by ASTC, from time to time. |
(a) | the person is a Related Body Corporate of the Participant; or | ||
(b) | the Participant holds a current Sponsorship Agreement executed by the Participant and the person. |
(a) | establish a Holder Record on CHESS for that person; | ||
(b) | allocate a HIN to that Holder; and | ||
(c) | if the Holder Record has been established for a Participant Sponsored Holder, promptly send a Notice in relation to that Holder Record to that Participant Sponsored Holder. |
Page 51 of 84
(a) | establish a separate Holder Record for that new Holding with the appropriate Residency Indicator; and | ||
(b) | transfer that Holding to that Holder Record. |
(a) | the Participant is not authorised to establish the Holder Record; | ||
(b) | the Participant has provided incorrect details in the Message; or | ||
(c) | the Participant has provided an incorrect Residency Indicator in the Message, |
(d) | ASTC from and against all losses, damages, costs and expenses which ASTC may suffer or incur by reason of that unauthorised request or that Transmission of incorrect Holder Record details or an incorrect Residency Indicator; and | ||
(e) | if a Holding is established using incorrect Holder Record details or an incorrect Residency Indicator, the Issuer from and against all losses, damages, costs and expenses which the Issuer may suffer or incur by reason of that Holding being established. | ||
Introduced 11/03/04 Origin SCH 5.4.4, 5.4.5 |
Page 52 of 84
(a) | a Participant Transmits a Valid Originating Message that initiates a Demand Transfer or Conversion; | ||
(b) | ASTC Transmits a Valid Originating Message that initiates a Settlement Transfer; or | ||
(c) | an Issuer Transmits a Valid Message to initiate a Holding Adjustment or a Financial Products Transformation, |
(d) | that a new Holding has been established; and | ||
(e) | of the Holder Record details. |
(a) | an Issuer makes available forms of application for an Offer of Approved Financial Products; and | ||
(b) | an Approved Market Operator gives that Issuer approval for quotation of those Financial Products, |
Page 53 of 84
(c) | the HIN; | ||
(d) | the Registration Details; and | ||
(e) | the Holding Balance, |
(a) | the Holding of less than a Marketable Parcel is expressly permitted under an Issuer’s constitution; or | ||
(b) | the Transfer establishes a new Settlement Holding or Accumulation Holding. |
(a) | any equitable, contingent, future or partial interest in any Financial Product; or | ||
(b) | any other right in respect of a Financial Product, |
Page 54 of 84
(a) | the HIN of a CHESS Holding; | ||
(b) | the PID of the Controlling Participant of a CHESS Holding; or | ||
(c) | the SRN for the Holder of an Issuer Sponsored Holding, |
(d) | the Holder of that Holding; | ||
(e) | the Holder’s duly appointed attorney, agent or legal personal representative; | ||
(f) | if the Holding is a CHESS Holding, the Controlling Participant for that Holding; or | ||
(g) | ASTC. |
(a) | details of the SRN of a Holding on the Issuer Sponsored Subregister; | ||
(b) | the Holding Balance of a Holding on the Issuer Sponsored Subregister; | ||
(c) | the HIN of a CHESS Holder; or | ||
(d) | the PID of the Controlling Participant of the CHESS Holding, |
(e) | is taken to have warranted to the Issuer or the other Participant that it is the duly appointed agent of the Holder for the purposes of obtaining the details requested; | ||
(f) | indemnifies the Issuer or the other Participant in respect of any loss which the Issuer or the other Participant may suffer as a result of the requesting Participant not being authorised to request the information provided; and |
Page 55 of 84
(g) | is, in the case of a request to the Issuer, taken to have acknowledged that: |
(i) | the details provided by the Issuer represent information currently available to the Issuer at the time of response and excludes unregistered transactions; and | ||
(ii) | the Issuer will not be liable for any loss incurred by the Holder or the Participant as a result of reliance on the details provided, in the absence of information not available to the Issuer at the time of providing those details. |
(a) | the Holder of that Holding; | ||
(b) | the Controlling Participant for that Holding; | ||
(c) | the Issuer of the Financial Products; or | ||
(d) | if Rule 14.13 applies in relation to a takeover bid any of the following: |
(i) | the bidder; | ||
(ii) | the CHESS Bidder; or | ||
(iii) | any agent that the bidder or the CHESS Bidder engages to prepare and distribute offer documentation or process takeover acceptances. |
(a) | the Commission; | ||
(b) | the Reserve Bank of Australia; | ||
(c) | an Approved Market Operator; |
Page 56 of 84
(d) | an Approved Clearing Facility; | ||
(e) | the home regulator of a Foreign Clearing House; or | ||
(f) | SEGC |
(a) | the PID of the Controlling Participant; | ||
(b) | the status of the Controlling Participant; and | ||
(c) | the status of the HIN. |
(d) | is taken to have warranted to ASTC and the Controlling Participant that it is the duly appointed agent of the Holder for the purposes of obtaining the details requested; and | ||
(e) | indemnifies ASTC or any other Participant in respect of any loss which ASTC or the other Participant may suffer as a result of the requesting Participant not being authorised to request the information provided. |
Page 57 of 84
(a) | if the Source Holding is a CHESS Holding, the date, as evidenced by the CHESS processing timestamp, that ASTC Transmits to the Issuer the Message to Transfer the Financial Products; or | ||
(b) | if the Source Holding is an Issuer Sponsored Holding, the date the Issuer Transmits to ASTC the Message authorising the Transfer of the Financial Products. |
(a) | unless otherwise provided in these Rules, must not close a CHESS Subregister; and | ||
(b) | must process Messages in accordance with these Rules. |
(a) | ASTC revokes Approval of a class of an Issuer’s Financial Products under Rule 8.4.1(e) or 8.5.4; or | ||
(b) | Approval of a class of an Issuer’s Financial Products ceases under Rule 8.4.8, |
(c) | ASTC giving such Notice as is reasonably practicable to the Issuer and each Participant of: |
(i) | the date of closure of the CHESS Subregister; and | ||
(ii) | the last day on which ASTC will process Messages or classes of Messages Transmitted by the Issuer or Participants; |
Page 58 of 84
(d) | the Issuer using its best endeavours to ensure that all outstanding processing that affects CHESS Holdings in that class is completed prior to the date of closure of the CHESS Subregister; | ||
(e) | ASTC, on the date of closure of the CHESS Subregister: |
(i) | removing all Holdings on that Subregister to an Issuer Sponsored Subregister; and | ||
(ii) | giving Notice to the Issuer that the CHESS Subregister has been closed; |
(f) | ASTC sending a Holding statement in accordance with Rule 8.18.6 to each Participant Sponsored Holder of Financial Products on the CHESS Subregister advising that the Holding has been Converted to an Issuer Operated Subregister; and | ||
(g) | on the day of such closure or on any subsequent Business Day ASTC may archive that CHESS Subregister provided that on the archiving day it must notify the Issuer and Participants confirming the archival of that Subregister. |
(a) | in the case of the class of Approved Financial Products being warrants eligible to be traded under the operating rules of an Approved Market Operator not less than 10 Business Days after the date on which the cessation occurred; | ||
(b) | in the case of any other class of Approved Financial Products not less than 20 Business Days after the date on which the cessation occurred; and |
(c) | subject to Rule 8.14.3, reject all Messages Transmitted by the Issuer or Participants that affect a CHESS Holding on that Subregister; and | ||
(d) | notify the Issuer, and each Participant confirming the archival of that Subregister. |
Page 59 of 84
A | person who has applied for: | ||
(a) | a class of Principal Financial Products; or | ||
(b) | CDIs issued over a class of Principal Financial Products, |
(c) | act as Principal Issuer in relation to CDIs issued or to be issued in respect of those Principal Financial Products; and | ||
(d) | to have those CDIs approved. |
(a) | appoint a Depository Nominee for the purpose of complying with these Rules; | ||
(b) | give Notice to ASTC of: |
(i) | the identity of the Depository Nominee appointed by the Principal Issuer; and | ||
(ii) | the Transmutation Ratio for the Principal Financial Products; |
Page 60 of 84
(c) | make arrangements satisfactory to ASTC to enable the Principal Issuer to comply with the requirements of Rules 13.4.3 and 13.5; and |
(d) | make arrangements satisfactory to ASTC to issue CDIs or make them available in respect of that class of Principal Financial Products to each person who has: |
(i) | an entitlement to those CDIs or Principal Financial Products; and | ||
(ii) | where applicable, not elected to take a document of Title to those Principal Financial Products. |
(a) | cause the Title to any Principal Financial Products that are to be held in the form of CDIs to be vested in the Depositary Nominee nominated by the Principal Issuer under Rule 13.2.2, in a manner recognised by Australian law and all applicable foreign laws; | ||
(b) | immediately give Notice to ASTC that Title to the Principal Financial Products has vested in the Depositary Nominee; and | ||
(c) | record: |
(i) | the CDIs corresponding to the Principal Financial Products on the CHESS Subregister or the Issuer Sponsored Subregister, as the case requires; and | ||
(ii) | the information required to be recorded under these Rules in such manner as to identify each Holder of the CDIs, whether on the CHESS Subregister or the Issuer Sponsored Subregister. |
Page 61 of 84
(a) | as soon as possible, cause Title to the quantity of Principal Financial Products specified in the Notice to be vested in the Depositary Nominee for those Principal Financial Products; | ||
(b) | record: |
(i) | the CDIs corresponding to the Principal Financial Products on the CDI Register; and | ||
(ii) | the information required to be recorded under these Rules in such manner as to identify each Holder of the CDIs, on the CDI Register; and |
(c) | give Notice to the Holder that the Transmutation has been effected. |
Page 62 of 84
(a) | in accordance with Rule 13.2.3, the Principal Issuer has recorded the person in the CDI Register as the holder of CDIs for those Principal Financial Products; or | ||
(b) | under Rule 13.3.1, the person is the former Holder of the Principal Financial Products to which the CDIs relate, or that person’s nominee. |
(i) | where a Certificate is issued as evidence of Title to those Financial Products, make arrangements satisfactory to ASTC for any Certificate representing its holding of Principal Financial Products to be held by the Principal Issuer for safekeeping; or | ||
(ii) | where the Financial Products are held on account in an Approved Clearing House, ensure that a Segregated Account is maintained in respect of those Financial Products, which must constitute the Principal Register for the purposes of these Rules; |
(b) | not dispose of any of those Principal Financial Products unless authorised by these Rules; and | ||
(c) | not create any interest (including a security interest) which is inconsistent with the Title of the Depositary Nominee to the Principal Financial Products and the interests of the Holders of CDIs in respect of the Principal Financial Products unless authorised by these Rules. |
(a) | a Principal Register in Australia which contains all of the information that would otherwise be required to be kept by the Principal Issuer if it maintained an Australian branch register for those Financial Products; and | ||
(b) | a CDI Register in Australia that contains all of the information that would otherwise be required to be kept under the Corporations Act as if the Principal Issuer were an Australian listed public company and the CDIs were Financial Products of that company. |
(a) | the total number of CDIs on the CDI Register reconciles to the total number of Principal Financial Products registered in the name of the Depositary Nominee on the Principal Register; and |
Page 63 of 84
(b) | where applicable, it has one or more Certificates registered in the name of the Depositary Nominee in its possession which represent the same number of Principal Financial Products as are registered in the name of the Depositary Nominee on the Principal Register. |
(a) | a Principal Register; or | ||
(b) | a CDI Register, |
(a) | an Issuer Sponsored Subregister; and | ||
(b) | a CHESS Subregister, |
Page 64 of 84
(a) | to execute any transfer for the purposes of Rule 13.3; and | ||
(b) | to do all things necessary or desirable to give full effect to the rights and obligations of the Depositary Nominee in Rules 13.1 to 13.13; |
(a) | delegate its powers to any person for any period; | ||
(b) | at its discretion, revoke any such delegation; and | ||
(c) | exercise or concur in exercising any power despite the Principal Issuer or a delegate of the Principal Issuer having a direct or personal interest in the mode or result of the exercise of that power. |
(a) | the Depositary Nominee; | ||
(b) | ASTC; | ||
(c) | the transferor or the beneficial owner of the Principal Financial Products, as the case requires; and | ||
(d) | each Participant, |
Page 65 of 84
(a) | a paper-based transfer of Principal Financial Products; | ||
(b) | a Transfer of CDIs; | ||
(c) | a Transmutation of Principal Financial Products to CDIs; | ||
(d) | a Transmutation of CDIs to Principal Financial Products; | ||
(e) | a shunt from a DI Register to a Principal Register; or | ||
(f) | a shunt from a Principal Register to a DI Register. |
(a) | the Depositary Nominee holds the Principal Financial Products and any other relevant property on trust for distribution to each Holder of CDIs and otherwise on the same terms as far as practicable as it held the Principal Financial Products and other relevant property before such revocation of trust; | ||
(b) | the Depositary Nominee may, in its absolute discretion, continue to hold on trust the Principal Financial Products and any other relevant property for any period determined by the Depositary Nominee instead of distributing that property to the Holder of CDIs and, in doing so, the Depositary Nominee will not be liable for any loss, cost, damage or expense suffered by the Holder of CDIs (except where such loss, cost, damage or expense is directly caused by the Depositary Nominee’s actual fraud or dishonesty); and |
Page 66 of 84
(c) | the Depositary Nominee may appoint a custodian or agent (including the Principal Issuer) for the purpose of holding Principal Financial Products and any other relevant property (including, without limitation, net proceeds referred to in Rule 13.5A.2(c)) or performing any of its duties relating to the distribution or holding of property or for any other purpose for which a trustee may appoint an agent. |
(a) | the Depositary Nominee may, in its absolute discretion, notify the affected Holders of CDIs in accordance with the Procedures of a procedure by which the Principal Financial Products and any other relevant property will be distributed to Holders; | ||
(b) | subject to any law or rule of any financial market where the Principal Financial Products are listed or quoted, the Principal Issuer must use all reasonable endeavours to assist the Depositary Nominee to distribute the Principal Financial Products and any other relevant property to Holders of CDIs in accordance with the procedure notified by the Depositary Nominee; and | ||
(c) | if the Depositary Nominee, after taking any steps specified in the Procedures, has been unable to distribute the Principal Financial Products and any other relevant property to a Holder of CDIs, then the Depositary Nominee may sell the Principal Financial Products and any other relevant property and hold the net proceeds on trust for distribution to the Holder of CDIs and may, after any period specified by law for holding unclaimed moneys, remit those monies to a regulatory authority in accordance with relevant law. |
(a) | sell, dispose of, transfer or otherwise deal with the Principal Financial Products and any other relevant property to any person including without limitation to an associate of any of the Principal Issuer, the Holder of CDIs or the Depositary Nominee; | ||
(b) | effect any sale by a single contract or in separate lots or parcels or in any other manner that the Depositary Nominee may in its absolute discretion think fit, with power to the Depositary Nominee to apportion the sale price and all costs, expenses, purchase money and fees between the Principal Financial Products so dealt with, provided the apportionment is fair and equitable; | ||
(c) | subject to any contrary rule of law or equity, allow a purchaser of the Principal Financial Products any time for payment of the whole or any part of the purchase money either with interest at any rate or without interest and either upon the security of the property sold or any part or upon any other security or without any security and the conditions of sale may include such special conditions as the Depositary Nominee may in its absolute discretion think fit; | ||
(d) | receive and retain the proceeds of any sale and issue receipts in respect of such proceeds; or |
Page 67 of 84
(e) | sign deeds of sale with respect to the sale of any Principal Financial Product and any other relevant property, and execute any other documents as may be required to transfer the rights of such Principal Financial Products or any other relevant property. |
(a) | incurring any personal liability in connection with that exercise or its consequences unless it is committed, made or omitted in bad faith or as a result of negligence or wilful default; and | ||
(b) | any breach of duty or trust whatsoever, unless it is committed, made omitted in bad faith or as a result of negligence or wilful default. |
(a) | the Depositary Nominee may in its absolute discretion appoint one or more persons whom the Depositary Nominee determines to be properly qualified to act as the custodian or agent in respect of the Principal Financial Products and any other relevant property (including, without limitation, net proceeds referred to in Rule 13.5A.2(c)) (“Relevant Property”); | ||
(b) | the Depositary Nominee and the custodian or agent must execute a written agreement setting out the terms and conditions in relation to the appointment of the custodian or agent which provides among other things: |
(i) | that the appointment of the custodian or agent will be subject to such conditions as the Depositary Nominee may from time to time determine, and the Depositary Nominee may delegate to and confer upon the appointed custodian or agent any authorities, powers and discretions as the Depositary Nominee sees fit; | ||
(ii) | a representation from the custodian or agent to the Depositary Nominee that it has the skill, facilities, capacity and staff to carry out the duties of a custodian or agent; | ||
(iii) | a representation that the custodian or agent agrees to follow any proper instructions or communications from the Depositary Nominee or any relevant regulatory authority in relation to the transfer, disposal or remittance of the Relevant Property; | ||
(iv) | for such other matters that by law are required to be specified in the written agreement between the Depositary Nominee and the custodian or agent; |
(c) | any consideration or fees applying to the provision of custodian or agency services under this Rule 13.5A will be deducted from the Relevant Property by the custodian or agent (or as otherwise determined in accordance with the relevant custody or agency agreement referred to in this Rule 13.5A); and | ||
(d) | where the Depositary Nominee appoints a custodian or agent in accordance with this clause 13.5A, the exercise of that power does not involve on the part of the Depositary Nominee: |
Page 68 of 84
(i) | incurring any personal liability in connection with that exercise or its consequences unless it is committed, made or omitted in bad faith or as a result of negligence or wilful default; and | ||
(ii) | any breach of duty or trust whatsoever unless it is committed, made or omitted in bad faith or as a result of negligence or willful default. |
(a) | the Principal Issuer’s constitution; and | ||
(b) | all laws governing the entitlement to dividends of a Depositary Nominee of the Principal Issuer, |
Page 69 of 84
(a) | Subject to paragraph (d), if CDIs in respect of a class of Principal Financial Products are approved under Rule 13.2, the Principal Isser must administer all Corporate Actions that result in: |
(i) | the issue of additional or replacement Financial Products in respect of the Principal Financial Products; or | ||
(ii) | the cancellation, buy back or other reduction in number by whatever means of the Principal Financial Products (whether in whole or part), as if each Holder of CDIs with respect to the Depositary Nominee’s Holding is a Holder of a corresponding number of Principal Financial Products, so that the Holding of each Holder of CDIs is adjusted as a result of the Corporate Action (whether by issuing additional or replacement CDIs to Holders of CDIs, or by cancelling or otherwise reducing the number of CDIs in the existing Holdings of Holders of CDIs, as the case may be) based on relevant Cum Entitlement Balances as at End of Day on the Record Date for the Corporate Action on the same terms as would otherwise have applied if the Holders of CDIs were Holders of the Principal Financial Products. |
(b) | If the benefits conferred in the Corporate Action are additional or replacement Financial Products as described in paragraph (a)(i), the Principal Issuer must ensure that those Financial Products are vested in the Depositary Nominee as Holder of the Principal Financial Products and the benefits are distributed to Holders of CDIs in the form of CDIs corresponding to those Principal Financial Products. | ||
(c) | The Principal Issuer must ensure that the benefit of Corporate Actions is conferred on Holders of CDIs in proportions determined by the Transmutation Ratio. | ||
(d) | If: |
(i) | the laws of the Principal Issuer’s jurisdiction of incorporation do not permit the Principal Issuer to administer a Corporate Action as if each Holder of CDIs with respect to the Depositary Nominee’s Holding is the Holder of a corresponding number of Principal Financial Products in the manner described in paragraph (a); and | ||
(ii) | the Principal Issuer has: |
(A) | so notified ASTC in writing; | ||
(B) | given ASTC: |
a. | written details of an alternative proposal (“Alternative Proposal”) under which the number of Principal Financial Products held by the Depositary Nominee (when adjusted in accordance with the Alternative Proposal), combined with any other benefits (if any) to be conferred on the Depositary |
Page 70 of 84
Nominee pursuant to the Alternative Proposal (such as cash), will result in each CDI Holder being placed as nearly as practicable in the same economic position as a result of the Corporate Action as if the Principal Issuer had administered the Corporate Action in the manner described in paragraph (a); or |
b. | if the laws of the Principal Issuer’s jurisdiction of incorporation require the Corporate Action, so far as it concerns the Depositary Nominee and the Holders of CDIs with respect to the Depositary Nominee’s Holding, to be administered having regard only to the Depositary Nominee’s holding of Principal Financial Products at that time, to the exclusion of all other considerations, and such laws do not admit of any alternative proposal under which the interests of Holders of CDIs with respect to the Depositary Nominee’s Holding may be taken into account (including, without limitation, by the payment of cash consideration in lieu of any additional CDIs to which the Holders of CDIs would have been entitled if the Principal Issuer had administered the Corporate Action in the manner described in paragraph (a)), a statement to that effect (“Statement”); |
(C) | provided an undertaking to ASTC that it has disclosed the details of the Corporate Action (including details of any Alternative Proposal or Statement, as applicable) to Holders of CDIs in accordance with all applicable laws; and | ||
(D) | provided to ASTC any additional information or documents which ASTC requests for the purpose of evaluating the Corporate Action (as it affects CDI Holders) and the Alternative Proposal or Statement (as applicable) including, without limitation, a legal opinion satisfactory to ASTC confirming the matters referred to in paragraph (d)(i) and such other matters related to the Corporate Action and the Alternative Proposal or Statement (as applicable) as ASTC in its discretion may nominate; and |
(iii) | ASTC has confirmed in writing its acceptance of the Alternative Proposal or Statement (as applicable), |
(iv) | the Corporate Action is administered in accordance with the Alternative Proposal or Statement (as applicable); and | ||
(v) | the Holding of each Holder of CDIs is adjusted as a result of the Corporate Action accordingly. |
(vi) | endorse, promote or otherwise support the Alternative Proposal or Statement; | ||
(vii) | express any view about the merits or the correctness of the legal and factual basis of the Alternative Proposal or Statement or any other matter connected with them; or |
Page 71 of 84
(viii) | accept any liability in connection with the Corporate Action, Alternative Proposal or Statement. |
(a) | make available to Holders of CDIs, based on relevant Cum Entitlement Balances as at End of Day on the Record Date for determining entitlements, all benefits and entitlements arising under the dividend reinvestment scheme or bonus share plan, as the case requires; | ||
(b) | distribute all benefits and entitlements arising under the dividend reinvestment scheme or bonus share plan, as the case requires, to Holders of CDIs in proportions determined by the Transmutation Ratio; | ||
(c) | ensure that any right under such a plan to elect to receive financial products rather than cash is exercised by Holders of CDIs rather than the Depositary Nominee; and | ||
(d) | if a Holder of CDIs elects to receive financial products, issue Principal Financial Products to the Depositary Nominee and distribute corresponding CDIs to the Holder of CDIs. |
(a) | any direction given by a Holder of CDIs; or | ||
(b) | any direction of Holders of CDIs given by ordinary resolution at a meeting of Holders of CDIs. |
(a) | Subject to paragraph (b), if a Corporate Action would give Holders of CDIs a fractional entitlement to additional or replacement Principal Financial Products (if they held Principal Financial Products directly), the Principal Issuer must ensure that: |
(i) | the number of additional or replacement Principal Financial Products issued to the Depositary Nominee is calculated as if each Holder of CDIs with respect to the Depositary Nominee’s Holding is a Holder of a corresponding number of Principal Financial Products; and |
Page 72 of 84
(ii) | Holders of CDIs receive additional or replacement CDIs reflecting the entitlements so calculated. |
(b) | If: |
(i) | the laws of the Principal Issuer’s jurisdiction of incorporation do not permit the Principal Issuer to calculate the number of additional or replacement Principal Financial Products issued to the Depositary Nominee in the manner described in paragraph (a)(i) and to ensure that Holders of CDIs receive additional or replacement CDIs reflecting the entitlements so calculated; and | ||
(ii) | the Principal Issuer has: |
(A) | so notified ASTC in writing; | ||
(B) | given ASTC: |
a. | written details of an alternative proposal (“Alternative Proposal”) under which the number of additional or replacement Principal Financial Products issued to the Depositary Nominee, combined with any other benefits (if any) to be conferred on the Depositary Nominee pursuant to the Alternative Proposal (such as cash), will result in each CDI Holder receiving as nearly as practicable the same economic benefit as a result of the Corporate Action as if the number of additional or replacement Principal Financial Products issued to the Depositary Nominee had been calculated in the manner described in paragraph (a)(i) and the Principal Issuer had ensured that Holders of CDIs received additional or replacement CDIs reflecting the entitlements so calculated; or | ||
b. | if the laws of the Principal Issuer’s jurisdiction of incorporation require the number of additional or replacement Principal Financial Products issued to the Depositary Nominee to be calculated having regard only to the Depositary Nominee’s holding of Principal Financial Products at that time, to the exclusion of all other considerations, and such laws do not admit of any alternative proposal under which the interests of Holders of CDIs with respect to the Depositary Nominee’s Holding may be taken into account (including, without limitation, by the payment of cash consideration in lieu of such additional or replacement CDIs as the Holders of CDIs would have received if the number of additional or replacement Principal Financial Products issued to the Depositary Nominee had been calculated in the manner described in paragraph (a)(i)), a statement to that effect (“Statement”); |
(C) | provided an undertaking to ASTC that it has disclosed the details of the Corporate Action (including details of any Alternative Proposal or Statement, as applicable) to Holders of CDIs in accordance with all applicable laws; and | ||
(D) | provided to ASTC any additional information or documents which ASTC requests for the purpose of evaluating the Corporate Action (as it affects CDI Holders) and the Alternative Proposal or Statement (as applicable) including, without limitation, a legal opinion satisfactory to ASTC confirming the matters referred to in paragraph (b)(i) and such other matters related to the Corporate Action and the Alternative Proposal or Statement (as applicable) as ASTC in its discretion may nominate; and |
Page 73 of 84
(iii) | ASTC has confirmed in writing its acceptance of the Alternative Proposal or Statement (as applicable), |
(iv) | the number of additional or replacement Principal Financial Products issued to the Depositary Nominee is calculated in accordance with the Alternative Proposal or Statement (as applicable); and | ||
(v) | Holders of CDIs receive additional or replacement CDIs reflecting the entitlements so calculated. |
(vi) | endorse, promote or otherwise support the Alternative Proposal or Statement; | ||
(vii) | express any view about the merits or the correctness of the legal and factual basis of the Alternative Proposal or Statement or any other matter connected with them; or | ||
(viii) | accept any liability in connection with the Corporate Action, Alternative Proposal or Statement or any other matter connected with them; or | ||
(viii) | accept any liability in connection with the corporate Action, Alternative Proposal or Statement. |
(a) | the Depositary Nominee receives Principal Financial Products in connection with a Corporate Action; and | ||
(b) | following receipt of the Principal Financial Products, the Depositary Nominee’s Holding of Principal Financial Products exceeds the aggregate of each CDI Holder’s entitlement to a whole number of Principal Financial Products, |
Page 74 of 84
(a) | is taken to have directed the Principal Issuer to administer all Corporate Actions of the Principal Issuer in the manner provided in these Rules; and | ||
(b) | acknowledges that compliance with these Rules discharges the Principal Issuer’s obligation to make the benefit of a Corporate Action available to the Depositary Nominee. |
(a) | in accordance with the Listing Rules, a Holder of less than a specified number of Principal Financial Products can be subject to divestment or sale of those Principal Financial Products by the Principal Issuer; and | ||
(b) | a Holder of CDIs would be subject to divestment or sale if it held the corresponding number of Principal Financial Products directly, |
Page 75 of 84
(a) | Principal Financial Products are held by a Depositary Nominee; and | ||
(b) | the corresponding CDIs are held on a CHESS Subregister, |
(a) | Principal Financial Products are held by a Depositary Nominee; and | ||
(b) | corresponding CDIs are held on the Issuer Sponsored Subregister, |
(c) | as soon as possible after the date of receipt of the takeover offer from the offeror, despatch to each Holder of CDIs registered on the CDI Register at the date of the offer, copies of the offer documentation, together with any other documents despatched to target holders of the Principal Financial Products; and | ||
(d) | ensure that the offer documentation despatched to Holders of CDIs includes a Notice in a form acceptable to ASTC in accordance with the Procedures. |
Page 76 of 84
(a) | the offeror receives and processes acceptances from Holders of CDIs or appoints a receiving agent in Australia to receive and process acceptances with respect to Holders of CDIs on the Issuer Sponsored Subregister; and | ||
(b) | either the offeror or the offeror’s receiving agent provides the Depositary Nominee with a clear statement of the number of Principal Financial Products held by the Depositary Nominee with respect to which acceptances of Holders of CDIs have been received, in sufficient time to enable the Depositary Nominee to lodge a valid acceptance of the offer with the offeror as holder of the Principal Financial Products. |
(a) | the Principal Issuer; | ||
(b) | Holders of Principal Financial Products; | ||
(c) | Holders of CDIs; | ||
(d) | any person claiming an interest in Principal Financial Products or CDIs; or | ||
(e) | the takeover offeror, |
(f) | acts contrary to a statement of a receiving agent given under Rule 13.7.4(b) or contrary to the information supplied to it by ASTC regarding takeover acceptances with respect to Holdings on the CHESS Subregister for the CDIs; | ||
(g) | acts negligently or in breach of these Rules; or | ||
(h) | negligently fails to lodge the acceptance or acceptances before the close of the offer period. |
(a) | in respect of a share, constitution as defined in the Corporations Act; or | ||
(b) | in respect of a Financial Product other than a share, the document which creates the right for a holder of Financial Products to attend and vote at meetings of holders of Financial Products of that class and to appoint proxies in respect of that voting. |
Page 77 of 84
(a) | appoint more than one proxy for the purpose of voting at a meeting of the Principal Issuer; and | ||
(b) | cast different proxy votes for different parts of the Holding. |
(a) | taking the number of CDIs in favour of the resolution; | ||
(b) | taking the number of CDIs against the resolution; | ||
(c) | applying the transmutation ratio to those CDIs; and | ||
(d) | entering the resultant number of Principal Financial Products on the appropriate proxy. |
(a) | take the number of CDIs in favour of the resolution; | ||
(b) | take the number of CDIs against the resolution; | ||
(c) | determine the net voting position either in favour of or against the resolution; |
Page 78 of 84
(d) | apply the transmutation ratio to those CDIs; and | ||
(e) | accordingly enter the resultant number of Principal Financial Products on the proxy. |
(a) | the constitution of the Principal Issuer allows the Depositary Nominee to appoint Holders of CDIs or a person nominated by a Holder of CDIs as its proxy; and | ||
(b) | the Holder of CDIs has informed the Principal Issuer that the Holder wishes to nominate another person to be appointed as the Depositary Nominee’s proxy. |
(a) | include with the Notice of meeting given under Rule 13.8.2 a Notice in a form acceptable to ASTC in accordance with the Procedures; and | ||
(b) | make appropriate arrangements to: |
(i) | collect and process any directions by Holders of CDIs; | ||
(ii) | provide the Depositary Nominee with a report in writing that clearly shows how the Depositary Nominee must exercise its right to vote by proxy at the meeting, in sufficient time to enable the Depositary Nominee to lodge a proxy for the meeting; and | ||
(iii) | where a Holder of CDIs, or a person nominated by a Holder of CDIs, is to be appointed the Depositary Nominee’s proxy in accordance with Rule 13.8.8, collect and process all relevant proxy forms in sufficient time to enable the Depositary Nominee to lodge a proxy or proxies for the meeting. |
Page 79 of 84
(a) | the meeting may be convened by the directors of the Principal Issuer to which the CDIs relate, or in any other manner in which a meeting of holders of Financial Products of the Principal Issuer may be convened under the law of the place of formation of the Principal Issuer; | ||
(b) | the rights of Holders of CDIs to appoint a proxy, to vote on a show of hands, to call for a poll and vote on a poll must be determined as if the meeting were a meeting of holders of Financial Products of the Principal Issuer; | ||
(c) | the requirements for Notice of the meeting and the rules and procedures for a meeting of Holders of CDIs must be the requirements, rules and procedures that would apply to a meeting of holders of Financial Products of the Principal Issuer. |
(a) | the Principal Issuer; | ||
(b) | Holders of Principal Financial Products; | ||
(c) | Holders of CDIs; or | ||
(d) | any person claiming an interest in Principal Financial Products or CDIs, |
(e) | acts contrary to a report of the Principal Issuer given under Rule 13.8.9(b)(ii); | ||
(f) | acts negligently or in breach of these Rules; or | ||
(g) | negligently fails to vote or lodge forms of proxy before the close of the period within which proxies for the meeting may be lodged. |
(a) | Rule 8.1 does not apply. | ||
(b) | Rule 8.2.1(a) is varied by the insertion of the words “ or CDIs that are to be approved under Rules 13.1 to 13.13;” after Rule” 8.1”. | ||
(c) | Rules 8.6.4 and 8.6.5 should be read as if references to the “Commission” were references to “ASTC” and references to the “Corporations Act” were references to “these Rules”. |
Page 80 of 84
(d) | The provisions of Rule 8.12 are modified by the provisions of Rules 13.9.2 to 13.9.6 below. | ||
(e) | Rule 5.2.1 is amended by insertion of the words “or CDIs that are to be approved under Rules 13.1 to 13.13” after “8.1” in Rule 5.2.1. | ||
(f) | Rules 5.2.2 and 5.4.1 do not apply to a class of CDIs that is Approved under Rules 13.1 to 13.13. | ||
(g) | Rule 5.4.2 is to be read as if the following provision is added to the end of Rule 5.4.2, “ A Principal Issuer may not cease to operate its Issuer Sponsored Subregister unless ASTC agrees in writing.” | ||
(h) | Rule 5.9 only applies where a Transfer is initiated by a Participant which has the effect of a Conversion. | ||
(i) | Rules 5.13.1 and 5.13.3 are modified so that the references to “total issued capital” must be read as references to “ total number of CDIs”. | ||
(j) | The provisions of Section 14 are taken to apply to CDIs as if the CDIs were Financial Products in an Australian listed public company and the takeover bid with respect to the Principal Financial Products was a takeover under the Corporations Act. |
(a) | deduct the number of CDIs specified in the Originating Message from the Source Holding; and | ||
(b) | Transmit a Message to the Principal Issuer to transfer Principal Financial Products in accordance with the Originating Message. |
(a) | generate a Trustee Transfer Form in accordance with the Procedures; and | ||
(b) | register that Transfer in the Principal Register. |
Page 81 of 84
(a) | lodges a properly completed document of Transfer and Certificate or Marked Transfer with the Principal Issuer within the Scheduled Time; and | ||
(b) | Transmits a Valid Originating Message to ASTC in accordance with the Procedures. |
(a) | Transmit to the Principal Issuer a Message requesting the Principal Issuer to authorise the Transmutation of Principal Financial Products to CDIs in accordance with that Originating Message; and | ||
(b) | specify the Registration Details in the Message to the Issuer to enable the Issuer to validate the Registration Details, where applicable. |
(a) | a properly completed document of Transfer and Certificate or Marked Transfer; and | ||
(b) | a Valid Message under Rule 13.9.8 from ASTC pursuant to an Originating Message, |
(c) | enter the Transfer in the Principal Register; | ||
(d) | Transmit a Message to ASTC to Transfer the Financial Products in accordance with the Originating Message; and | ||
(e) | in the case of a Message requesting the Principal Issuer to authorise a Transfer where the Transfer has the effect of a Conversion, ensure the Registration Details specified in the Message for the Target Holding match the Registration Details maintained by the Principal Issuer for the Source Holding. |
Page 82 of 84
(a) | reject the Message; and/or | ||
(b) | return the properly completed document of Transfer and Certificate or Marked Transfer to the Participant that lodged it without entering the Transfer in the Principal Register, |
Page 83 of 84
(a) | comply with all applicable Tax laws as agent and attorney of the Depositary Nominee; | ||
(b) | ensure that the Depositary Nominee complies with all applicable Tax laws; and | ||
(c) | not do any act or thing which creates a Tax liability, or not omit to do any act or thing, the omission of which creates a Tax liability, which must be discharged by the Depositary Nominee, unless provision has been made for the discharge of the liability by some person other than the Depositary Nominee. |
(a) | CDIs; | ||
(b) | its capacity as holder of Principal Financial Products; | ||
(c) | any act done, or required to be done, by the Principal Issuer (whether or not on behalf of the Depositary Nominee) under Rules 13.1 to 13.13 of the Rules; and | ||
(d) | any act otherwise done or required to be done by the Depositary Nominee under Rules 13.1 to 13.13 of the Rules. |
Page 84 of 84