ASX has today released a public consultation paper on shareholder approval requirements for dilutive acquisitions and changes in admission status for dual listed entities.
This review was announced in April, and since then ASX has worked to refine the scope through research into local transactions, comparisons with overseas exchanges and feedback from asset owners, fund managers, and professional advisers. The consultation paper focuses on four main areas:
- The issue of shares under a regulated takeover or merger;
- When a dual listed company wants to change to ASX Foreign Exempt Listing status;
- When a dual listed company proposes to delist from the ASX;
- Significant changes to the nature or scale of a listed company’s activities.
The full paper can be accessed at ASX’s website.
ASX CEO Helen Lofthouse said: “This consultation paper provides ASX’s indicative thoughts on the substantive issues raised through stakeholder engagement in recent months.
“I’m pleased we’ve been able to add key research and insights into the paper that will help stakeholders make informed contributions. Ultimately any changes to the Listing Rules must strike the right balance for all market participants, from the interests of an entity being able to raise capital flexibly to the interests of its securityholders not being unfairly diluted.”
The consultation process allows for a diversity of perspectives and presents an opportunity for further engagement.
The paper includes a comparative analysis of the rule settings for dilutive acquisitions and significant transactions on other exchanges. It also presents insights on the number of transactions that could be affected by possible rule changes. For example, the research shows that of all the relevant dilutive transactions in the past five years, 5% were regulated takeovers or mergers that potentially would have been eligible for exceptions from a shareholder vote.
Ms Lofthouse said: “While it is important that the Listing Rules evolve to remain effective and fit for purpose, it is equally important that we consider the possibility we could introduce unintended consequences that could add complexity or make the rules excessively burdensome. We’re cognisant there are differing needs across the more than 2000 entities listed on the ASX and one of the questions in the paper is to contemplate whether different rules could be applied for smaller companies.”
“Companies benefit from the certainty provided by a rule regime that is clear and easily understandable. It is in the interests of the whole market for Australia to remain an attractive place to list, where companies feel confident to raise capital quickly and efficiently.”
ASX is inviting feedback on the issues raised in the consultation paper, with submissions due by 5:00pm on Monday, 15 December 2025.
ASX will review the submissions provided and publish a consultation response summarising the feedback received and advise of its proposed way forward. The response to consultation and any potential associated exposure draft rule changes are expected to be published in the first half of calendar 2026.
