case adjourned ---latest, page-201

Relief to increase the maximum five-day suspension period
RG 173.24 A listed issuer can rely on the on-sale exemptions in s708A(5) and 1012DA(5) only where trading of the relevant securities or financial products has not been suspended for more than five days during the shorter of: (a) the period during which the class of securities or financial products are quoted; and REGULATORY GUIDE 173: Disclosure for on-sale of securities and other financial products © Australian Securities and Investments Commission June 2012 Page 9 (b) the period of 12 months before the date on which the relevant securities or financial products under the offer were issued. RG 173.25 In calculating whether securities or financial products have been suspended for more than five days, we take the view that: (a) ‘five days’ should be read as ‘five trading days’; and (b) securities or financial products are not suspended during a trading halt. ASIC relief is not required for these purposes. RG 173.26 The underlying policy of the five-day requirement is to ensure that securities and other financial products are adequately priced by the market and that the market is fully informed. RG 173.27 We will consider granting case-by-case relief to permit an issuer to rely on s708A(5) or 1012DA(5)—even where the relevant securities or other financial products have been suspended for more than 5 days—where it appears that the securities are adequately priced and the market is fully informed. RG 173.28 When determining if the securities or other financial products appear to be adequately priced and if the market is fully informed despite the suspension, we will need to take into account all the circumstances of the case. We will consider circumstances such as: (a) the length of the suspension—generally, the longer the period, the greater the level of scrutiny we will apply in granting relief; (b) the reason for the suspension—we will consider whether the suspension is voluntary or whether it was being imposed as a result of failing to comply with the ASX Listing Rules or suspected market misconduct; (c) the period of time that has elapsed since the suspension—generally, the less time that has elapsed since the suspension, the greater the level of scrutiny we will apply in granting relief. We will be unlikely to grant relief if the on-sale could occur while the issuer is suspended; (d) the announcements made to the market since the suspension—we will be more likely to grant relief where disclosure to the market since the time of the suspension, either in the form of continuous disclosure announcements or unqualified financial reporting disclosure, has been timely and otherwise in accordance with the entity’s legal obligations. We expect that disclosure after the suspension would address the reasons for the suspension and, where appropriate, detail steps taken to avoid similar suspensions in the future; (e) recent history of disclosure—an entity that has contravened disclosure requirements in the previous 12 months will need to explain why the securities are adequately priced and the market fully informed notwithstanding this non-compliance; and (f) any other relevant circumstances that support the underlying policy. REGULATORY GUIDE 173: Disclosure for on-sale of securities and other financial products © Australian Securities and Investments Commission June 2012 Page 10 RG 173.29 An application for case-by-case relief should address generally whether the securities or other financial products are adequately priced by the market and the market is fully informed, and address specifically each of the factors listed in RG 173.28. As the five-day suspension period is effectively refreshed every 12 months, the application should concentrate on events that have taken place during that period. Note: Similar individual relief will be considered for issuers whose securities are suspended for more than five days but who wish to rely on the disclosure exception under s708AA and s1012DAA in a rights issue: see Regulatory Guide 189 Disclosure relief for rights issues (RG 189). Rationale for relief to increase the maximum five-day suspension period RG 173.30 If relief were not granted, a listed entity that has been suspended for more than five days would need to prepare and lodge a prospectus in order to raise equity capital. We consider that case-by-case relief to increase the maximum five-day suspension period is appropriate as it will enable listed entities to raise capital in a quicker and less costly way without undermining investor protection. RG 173.31 Parliament has considered that an entity must not have been suspended for more than a five-day period in order for an investor to make a secondary sale without a prospectus. We will not take an approach that simply adopts a longer period than five days without critical consideration of why the period set out in the legislation should be changed and whether the relevant securities are adequately priced by the market and the market is fully informed.

http://download.asic.gov.au/media/1240955/rg173-published-18-june-2012.pdf

The above outlines TV2u s situation.  The link is provided for further reading if you wish to fully aquaint yourself with the regulations.  The legal team will deserve a bonus!  IMO