[IMG] If a listed entity breaches Listing Rule 3.1, it may also...

If a listed entity breaches Listing Rule 3.1, it may also breach section 674(2). This is a both criminal offence and a financial services civil penalty provision, punishable in the former case by a fine of up to $110,000 and in the latter case by a civil penalty of up to $1,000,000. Alternatively, if ASIC has reasonable grounds to suspect a breach it may, by administrative action, issue an infringement notice imposing a penalty of up to $100,000. The entity may also be liable to pay damages to any person who suffers loss or damage as a result of the breach.

An officer who is involved in such a breach may infringe section 674(2A) of the Corporations Act. This is a civil penalty provision punishable by a penalty of up to $200,000. The officer may also be liable to pay damages to anyone who suffers loss or damage as a result of the breach, although there is a due diligence defence in section 674(2B), which protects officers of a listed entity from civil penalties and civil claims for damages if they can prove that they took all steps that were reasonable in the circumstances to ensure that the entity complied with its continuous disclosure obligations and, after doing so, believed on reasonable grounds that the entity was complying with those obligations.