Ann: Annual General Meeting Date and Director Nominations, page-16

Why do you need the ASX to close a deal?

It is time to stop blaming the ASX; avenues are available to protect the name of the buyer

Stop using the ASX as an excuse to move to the US

When a buyer requests anonymity, yet a company is obligated to disclose information to the Australian Securities Exchange (ASX), it can present a bit of a challenge. Here are some strategies that can help you navigate this situation while complying with the ASX's disclosure requirements:

1. Understand ASX Disclosure Rules:

The ASX has strict disclosure requirements, especially when it comes to significant transactions. According to the ASX Listing Rules, a company must disclose information that could materially affect its share price. This can include details about significant contracts, acquisitions, or transactions that have a material impact.

2. Anonymity via Non-Disclosure Agreements (NDAs):

You can enter into a Non-Disclosure Agreement (NDA) with the buyer to protect their identity, but this does not necessarily excuse the company from disclosing the transaction to the ASX. However, the NDA can help ensure that other parties, such as employees, stakeholders, or competitors, do not learn the buyer’s identity.

3. Disclose the Transaction Without Revealing the Identity:

The key is to disclose the material aspects of the transaction to the ASX without violating the buyer’s request for anonymity. For example:

• You can disclose the value of the transaction, the nature of the agreement, and any other relevant material terms.
• However, you do not necessarily need to reveal the buyer’s identity or sensitive information about them, provided that the non-disclosure of their identity does not obscure any information that could affect the market’s understanding of the transaction.

4. Market Sensitive Information:

The ASX requires disclosure of "market-sensitive information," meaning anything that could affect the company’s stock price. If revealing the buyer’s identity is not critical to understanding the material details of the transaction, it may be possible to comply with the ASX disclosure rules by providing general terms without naming the buyer.

5. Consult with ASX or Legal Advisors:

Given the legal complexities involved, it's advisable to consult with legal advisors who specialize in corporate law and securities regulations. Additionally, you can approach ASX’s Listing Compliance team for guidance on how to handle a specific situation where you need to balance anonymity with disclosure requirements.

6. Possible Alternative:

If the buyer’s identity is critical to the nature of the transaction (e.g., if they are a related party or their identity could influence the market’s reaction), and the ASX insists on disclosure, the company may need to reassess the buyer’s anonymity request. In some cases, arrangements might be made where the buyer's identity is revealed to ASX in a confidential manner, and the public disclosure may omit the name, focusing on other details.

7. Consider Reporting in Phases:

Sometimes, disclosing certain aspects of the transaction early, with a commitment to full disclosure at a later date, can be a way to balance the need for privacy and compliance. This is especially useful if the transaction details are finalized over time.

Key Takeaway:

While the buyer's desire for anonymity can be respected in certain disclosures, it does not override the ASX's requirements for transparency, especially if the transaction could impact the company’s stock price. Discretion on how to handle the identity of the buyer, combined with thorough legal counsel, will be important to navigate this situation correctly.