2021 BRN Discussion, page-21631

Nicely said, this is from Tony Dawes with his approval to share here to clear the confusion.

“Hi Jesse,

Thanks for your question.

It’s not easy to give you a straightforward answer, but I’ll try. It’s complicated.

The ASX Listing Rules require us to announce all commercial agreements which are reasonably expected to be material to our share price.

An IP agreement would certainly come under this category.

So, under these rules we are required to disclose the fact that an agreement had been signed and disclose the financial terms of the agreement.

The difficulty comes when disclosing the identity of the other party.

ASX typically insists that the names of parties to any commercial agreement are also disclosed. We risk breaching ASX Listing Rules if we don’t.

If an NDA specifically rules out disclosing the identity of the other party, then BRN risks losing the customer by disclosing their identity and exposing BRN to a claim for damages.

More significantly, BRN would be in breach of the NDA, which sends a very poor message to the other customers (and potential future customers) with whom we’ve signed NDA’s.

That would undermine trust and confidence in BRN as a reliable and trustworthy commercial partner and cause substantial damage to our brand and our corporate reputation.

The only way to resolve this impasse is to enter negotiations with the ASX to find a suitable compromise, where we meet our disclosure obligations and remain complaint with our NDA.

Such negotiations are done on a case-by-case basis, so the outcomes may not always be consistent.

As I said, it’s complicated.

In the case of Renesas, we were free to announce the deal and mention them by name”