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Briefing

Rule Review

ASX to consult on merger listing rules

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The news: The ASX has released a public consultation paper on shareholder approval requirements and changes for dual listed entities.

The context: The consultation paper focuses on:

  • 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; and
  • Significant changes to the nature or scale of a listed company’s activities.

The ASX has been under fire in recent months as its listing rules had allowed takeovers that include a significant volume of scrip being issued without shareholder approval. This included Jame Hardie’s takeover of AZEK and Southern Cross Austereo’s merger with Seven West Media.

The ASX expects to respond to consultation feedback during the first half of 2026.

What they said: ASX chief executive Helen Lofthouse said: “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”.

“...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.”

The source: ASX


By Jassmyn Goh