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17 April 2025
Re: ASX response to Investor letter from 16 April 2025
Dear Investors,
Thank you for your considered letter dated 16 April 2025 regarding the ASX Listing Rules and their application as they relate to James Hardie’s proposed merger with Azek.
Please be assured that this matter has our full attention and we appreciate the depth of dissatisfaction among James Hardie’s shareholders on the way this proposed merger has been structured. We trust this same sentiment has been conveyed to James Hardie’s Board and management directly.
Over the past two weeks we’ve heard directly from a number of investors and proxy advisors on this matter and discussions have been held with us as Chair and CEO of ASX as well as with Daniel Moran, our Chief Compliance Officer (CCO).
We have been listening, and where appropriate we have sought to provide context and information on how our Listing Rules operate. We have done this whilst being mindful of not violating the confidentiality relied on by issuers when they deal with our Listings Compliance function which is headed by Daniel Moran.
As you may be aware, our conflict handling arrangements at ASX mean that authority has been delegated to the Chief Compliance Officer to make decisions about compliance with the Listing Rules. This ensures decisions are made independently and are not directed by anyone within the commercial parts of ASX. We extend confidentiality to listed entities as a core principle of conduct within Listings Compliance and this is because we need listed entities to be open and transparent with us as a market operator. This would be significantly compromised if they were concerned that we would discuss their affairs with others.
Having said that, we know it is important to provide transparency where possible and to that end we asked our CCO to provide more detail on the reasons for the granting of the waiver. Daniel has obtained permission from James Hardie to provide the attached note, which we are using to assist with our response to enquiries.
On the matter of any application by James Hardie to change to a Foreign Exempt Listing, we can only respond in general terms, but we can confirm that the position of our Listings Compliance team is that, if we received an application of that kind, particularly where we were on notice of concerns that had been expressed by shareholders, we would want to hear and understand those concerns and would take them into account in forming our views. In these circumstances, we expect that we would also advise the company that this would be a transparent process, appropriately inclusive of shareholders.
We appreciate that the concerns you raise in the letter go beyond the application of the Listing Rules to the James Hardie transaction. Yours is a concern about the protection of shareholder rights. The Listing Rules are in place to serve the interests of both listed entities and investors, and ASX has a strong interest in ensuring the rights and interests of both groups are appropriately protected. We have a strong interest in consistency and certainty, so that listed entities can transact and conduct their affairs with confidence. But we are always open to considering whether the policy settings underpinning the rules remain fit for purpose. And we welcome feedback on this from stakeholders, including investors.
Finally, we’re aware today’s response may not have fully addressed every matter raised in your letter and we do expect to provide further follow up, however, we wanted to ensure you received a prompt and direct reply that demonstrates our desire to address your concerns.
Helen Lofthouse David Clarke
ASX Managing Director & CEO ASX Chair
