Comply with ASX continuous disclosure (Listing Rule 3.1)
Listed entities must immediately disclose price-sensitive information to the market.
Who must comply
Every entity admitted to the ASX official list, acting through its board and the officers responsible for market disclosure.
What triggers it
The entity becoming aware of information about it that a reasonable person would expect to have a material effect on the price or value of its securities (for example a material contract, earnings surprise or major transaction), loss of confidentiality over information previously withheld under 3.1A, or an ASX request to correct a false market.
When due
Immediately on becoming aware of the information; immediately when ASX asks for information to correct or prevent a false market (Listing Rule 3.1B).
Evidence required
Board-approved continuous disclosure policy; disclosure committee minutes and materiality assessments; log of information withheld in reliance on Listing Rule 3.1A with confidentiality controls; market announcements and their lodgement times; records of ASX queries and responses.
Max penalty
Breach of Listing Rule 3.1 is a breach of the ASX Listing Rules, which ASX enforces, and also engages the statutory continuous disclosure obligations in sections 674 and 675 of the Corporations Act, which ASIC enforces; penalty amounts are set by the Corporations Act
Who must comply with this? The applicability test by industry, business structure and size.
Summary
ASX Listing Rule 3.1 requires a listed entity, once it is or becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of its securities, to tell ASX that information immediately, through ASX's market announcements office. Section 677 of the Corporations Act explains when information is taken to have a material effect, and the rule works together with the statutory continuous disclosure provisions in sections 674 and 675. Listing Rule 3.1A carves out information only while all three limbs hold: it falls within one of five situations (disclosure would breach a law; an incomplete proposal or negotiation; supposition or insufficiently definite matters; information generated for internal management purposes; or a trade secret), it remains confidential, and a reasonable person would not expect it to be disclosed. Under Listing Rule 3.1B, if ASX considers there is or is likely to be a false market and asks for information to correct or prevent it, the entity must give that information immediately, even where 3.1A would otherwise apply.
Enforced by
Source legislation
Entity types
Topics
Related
- CWLTHApply 'if not why not' against ASX Corporate Governance Council Principles & Recommendations (4th ed)ASX-listed entities must disclose against 8 Principles + 38 Recommendations annually.
- CWLTHMaintain insider trading policy + share trading window (listed entities)ASX Listing Rule 12.12 requires written policy on directors + senior managers trading entity securities.
- CWLTHASX-listed entity board independence + composition (CGC Principle 2)ASX entities should have majority-independent boards + clear board charter.
Frequently asked questions
- Who must comply with ASX continuous disclosure (Listing Rule 3.1)?
- Every entity admitted to the ASX official list, acting through its board and the officers responsible for market disclosure.
- What triggers ASX continuous disclosure (Listing Rule 3.1)?
- The entity becoming aware of information about it that a reasonable person would expect to have a material effect on the price or value of its securities (for example a material contract, earnings surprise or major transaction), loss of confidentiality over information previously withheld under 3.1A, or an ASX request to correct a false market.
- When is ASX continuous disclosure (Listing Rule 3.1) due?
- Immediately on becoming aware of the information; immediately when ASX asks for information to correct or prevent a false market (Listing Rule 3.1B).
- What is the maximum penalty for ASX continuous disclosure (Listing Rule 3.1)?
- Breach of Listing Rule 3.1 is a breach of the ASX Listing Rules, which ASX enforces, and also engages the statutory continuous disclosure obligations in sections 674 and 675 of the Corporations Act, which ASIC enforces; penalty amounts are set by the Corporations Act
- What evidence is required for ASX continuous disclosure (Listing Rule 3.1)?
- Board-approved continuous disclosure policy; disclosure committee minutes and materiality assessments; log of information withheld in reliance on Listing Rule 3.1A with confidentiality controls; market announcements and their lodgement times; records of ASX queries and responses.
Source: https://www.asx.com.au/content/dam/asx/rules-guidance-notes-waivers/asx-listing-rules/rules/Chapter03.pdf. Rules Mate is not a law firm. Always verify against the live regulator source before acting.