Ann: Underwritten A$600M Equity Raising, page-32

Glossary
Wall crossing


A term used to describe the giving of information that could potentially be inside information to a person (the recipient) by a company, often through a representative such as a broker, with the result that, in accordance with insider trading laws, the recipient may be restricted from trading a company's securities. Giving the recipient this information is often referred to as bringing the recipient "over the wall".
Wall crossing may occur in the context of:

• An equity raising by a listed public company. Before conducting any equity raising the company may wish to conduct soundings and marketing activity, such as investor roadshows, with potential investors. This process may involve giving the investors information that could be considered inside information in relation to the company, thereby restricting the investors' ability to trade in the company's securities.
• A proposed takeover bid. A bidder may approach potential target shareholders for the purposes of building a pre-bid stake and, in doing so, may give those target shareholders information that could be considered inside information, thereby restricting the target shareholder from trading in the target's securities. For more information, see Practice note, Pre-bid stakes and engagement with target shareholders: Insider trading or wall crossing.

A company that proposes to bring recipients over the wall should carefully manage the information-giving process, including by preparing what is often referred to as a wall-crossing script. The script can be used in conversations with potential recipients before bringing them over the wall and is designed to ensure, among other things, that the proposed recipient knows that:

• They will be receiving confidential and potentially price sensitive information.
• The information is being provided on the basis that it is kept strictly confidential and not shared with any other person without consent.
• Once they have this information, for so long as the information remains confidential, they are likely to be restricted from trading or dealing in certain shares, from disclosing the information to anyone else or from using the information to procure someone else to trade or deal in those shares.