mikyc, ChatGPT says that maybe continuos disclosure has not been...

mikyc, ChatGPT says that maybe continuos disclosure has not been breached

Under Australian continuous disclosure obligations, a public company listed on the ASX must immediately disclose any information that a reasonable person would expect to have a material effect on the price or value of the company’s securities (ASX Listing Rule 3.1, and section 674 of the Corporations Act 2001 (Cth)).

When Must a Scheme Implementation Agreement (SIA) Be Disclosed?

1.Upon Signing the Agreement:

•If the target and bidder sign a binding Scheme Implementation Agreement (SIA), the target company must immediately announce it to the ASX.

•The announcement typically includes key terms such as the offer price, conditions, and next steps.

2.During Board Consideration (Before Signing):

•If negotiations are ongoing but incomplete, disclosure is generally not required unless:

•The information is no longer confidential (e.g., media leaks or speculation).

•A firm offer has been made, and the deal is sufficiently advanced that it is likely to proceed.

•There are significant share price movements that could indicate information has leaked.

•If confidentiality is maintained, the board can delay disclosure under ASX Listing Rule 3.1A, which provides an exception for incomplete negotiations.

3.If Leaks or Speculation Occur:

•If market speculation or a leak suggests an impending deal, the ASX may request a “please explain” from the company.

•In that case, the company may need to make a trading halt and issue an announcement to clarify the situation.

Key Takeaways:

•Disclosure is not required while negotiations are confidential and incomplete.

•Once an SIA is signed, immediate disclosure is mandatory.

•If leaks or unusual market activity occur, disclosure may be required earlier.