LLL (ASX) Ann: Suspension from Quotation

Originally posted by Sungar: ↑

I would much rather be in suspension for a short period of time, than suspended permanently and eventually delisted then criminally tried just so you can do your day trade or pay less fees on your shorts.

There are strict rules surrounding continuous disclosure of which it is a criminal offence not to comply in certain cases. Not all companies are listed on stock exchanges. Not all companies are in a jurisdiction with an alternative language and time zone. Not all companies are in a JV with a world leader who now is majority controller. You may want to tidy up on listing rule 3.1.

Listing Rule 3.1 requires a listed entity to disclose information “concerning it” that “a reasonable person would expect to have a material effect on the price or value of the entity’s securities”. This type of information is referred to in this Guide as “market sensitive information”.The notes to Listing Rule 3.1 give the following examples of the type of information that could be market sensitive:
 a transaction that will lead to a significant change in the nature or scale of the entity’s activities;
 a material mineral or hydrocarbon discovery;
 a material acquisition or disposal;
 the granting or withdrawal of a material licence;
 the entry into, variation or termination of a material agreement;
 becoming a plaintiff or defendant in a material law suit;
 the fact that the entity’s earnings will be materially different from market expectations;
 the appointment of a liquidator, administrator or receiver;
 the commission of an event of default under, or other event entitling a financier to terminate, a material financing facility;
 under subscriptions or over subscriptions to an issue of securities (a proposed issue of securities is separately notifiable to ASX under Listing Rule 3.10.3)
; giving or receiving a notice of intention to make a takeover; and
 any rating applied by a rating agency to an entity or its securities and any change to such a rating.This list is by no means exhaustive and there are many other examples of information that potentially could be market sensitive.For these purposes, “information” extends beyond pure matters of fact and includes matters of opinion and intention. It is not limited to information that is generated by, or sourced from within, the entity. Nor is it limited to information that is financial in character or that is measurable in financial terms. Under Listing Rule 3.1, an entity must disclose all information concerning it that it becomes aware of from any source and of any character, if a reasonable person would expect the information to have a material effect on the price or value of its securities.

The application of a trading halt or voluntary suspension in an appropriate case can often be beneficial for both the market and the entity. It will ensure that the entity’s securities are not trading on ASX and other licensed securities markets in Australia on an uninformed basis. It will also signal to investors that market sensitive information may be about to be released and that they should be wary of trading in, or entering into derivative transactions over, the entity’s securities off-market or on other trading venues. Both of these things may help to reduce the exposure of the entity and its officers to the legal and financial consequences that could follow if the entity is ultimately found to have breached its obligation to disclose information in accordance with Listing Rule 3.1.

A trading halt or voluntary suspension will also be necessary if for any reason there is going to be a delay in the release of an announcement under Listing Rule 3.1 and the market is trading during any part of the delay. Examples include: where the entity considers the announcement to be so significant that it ought to be approved by its board before it is released to the market but, due to the unavailability of directors, the board meeting is not able to be held promptly and without delay; and where the situation is uncertain or evolving but is likely to resolve itself within a relatively short period (in the case of a trading halt, within two trading days) and the entity considers that it would be better for the announcement to be delayed until there is greater certainty or clarity around the outcome – a case in point would be where the announcement is required because of a leak of information about a transaction under negotiation, where the entity reasonably expects to conclude the negotiations within a short period and it considers that it would be better to delay its announcement until after the negotiations have concluded and it can give a more definitive and informative announcement about the transaction, rather than to make an immediate announcement about the current state of the negotiations.A voluntary suspension is generally only going to be appropriate where: the entity has been in a trading halt but the relevant disclosure issue has not been resolved within the maximum period permitted for a trading halt; the situation would warrant the granting of a trading halt but the entity does not believe that the relevant disclosure issue will be resolved within the maximum period permitted for a trading halt;

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Don’t disagree with your observations on the trading rules, but following your argument they should never have reopened then. The same uncertainty that existed unresolved after the first letter was still there at open, and still there when we got the next letter that prompted the latest halt. In between the market was trading uninformed, with a risk some were more informed about key outstanding matters than others.