Ann: Share Purchase Plan to Grow SPACETALK Business, page-53

The company went into voluntary suspension on 27-May and the shares have now been suspended for 9 trading days including today and the date they were suspended. It appears the company will need to apply to ASIC for individual relief to offer the SPP as the company's shares will have been suspended for greater than five (5) trading days over the past 12 months. See relevant sections below from the ASIC Regulatory Guide 125 on SPPs.

https://download.asic.gov.au/media/5253429/rg125-published-30-august-2019.pdf

Perhaps this is the complication @Goblin referred to in an earlier post. I hope they have got their skates on and the company secretary is on top of the issues/process.


Suspension of trading
RG 125.28 Our relief does not apply if trading in the class of shares or interests is suspended. This is because, when trading is suspended, investors do not have the benefit of a current market price of the shares or interests.

RG 125.29 Our relief also does not apply if shares or interests in the relevant class have been suspended from trading for more than five days in the shorter of: (a)the previous 12 months; or(b)the period of quotation of the securities.

RG 125.30 This is consistent with s708A, 1012DA, 708AA and 1012DAA.

Note: 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) shares and interests are not suspended during a trading halt.

Case-by-case relief when trading suspended
RG 125.31 We will consider granting case-by-case or individual relief to permit an issuer to offer a purchase plan even when the shares or interests have been suspended for more than five days if it appears that the securities are adequately priced, and the market is fully informed.

RG 125.32 To determine whether the securities or other financial products appear to be adequately priced, and the market is fully informed despite the suspension, we will consider all the circumstances of the case, including:

(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 was voluntary or whether it was 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 more recent the suspension, the greater the level of scrutiny we will apply in granting relief;
(d) the announcements made to the market since the suspension—we will be more likely to grant relief when 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) the recent history of disclosure—an entity that has contravened disclosure requirements in the previous 12 months will need to explain why the shares or interests are adequately priced and why the market is fully informed despite this non-compliance; and
(f) any other relevant circumstances that support the underlying policy.

RG 125.33 An application for case-by-case relief should address: (a)generally, whether the shares or interests are adequately priced by the market and whether the market is fully informed; and (b)specifically, each of the factors listed in RG 125.32.

RG 125.34 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.