Part VII Sponsors | Rulebooks

746

(1) An issuer must retain a sponsor at all times. If a sponsor undertakes introducing activities for an issuer, the issuer must retain it as continuing sponsor for at least 3 years after admission of the listing applicant, or the enlarged group (in the case of a very substantial acquisition or reverse takeover).

(2) An issuer must have only one sponsor at a time.

(3) If an issuer requires a professional to provide corporate finance advice in relation to any corporate action, it may engage:

(a) its sponsor to provide such advice; or

(b) notwithstanding Rule 746(2), any other sponsor authorised by the Exchange to provide such advice, while the continuing sponsor of the issuer retains overall management and responsibility for the corporate action.

Refer to Practice Note 7D — Corporate Actions Requiring the Engagement of a Sponsor.

(4) If an issuer does not have a sponsor undertaking continuing activities for it, the Exchange will suspend the issuer until a sponsor takes on the activity.

(5) The Exchange may remove an issuer from the Official List that does not have a sponsor for more than 3 continuous months.

Amended on 29 September 2011 29 September 2011 and 7 October 2015 7 October 2015.

747

(1) Dealings between the Exchange and the issuer will be conducted through the sponsor.

(2) However, the Exchange may deal directly with the issuer if, in its opinion, circumstances warrant.

Amended on 29 September 2011 29 September 2011.

748

An issuer must ensure:

(1) that its written contract with its sponsor includes the minimum terms to the effect of Appendix 7E; and

Refer to Appendix 7E — Minimum Terms of Sponsorship.

(2) the mandate it gives its sponsor is sufficient to enable the sponsor to fully discharge its obligations under these rules.

Amended on 29 September 2011 29 September 2011.

749

If asked, an issuer must allow its sponsor, in the performance of its obligations as a sponsor to:

(1) peruse any records, documents, and financial or other information; and

(2) have access to its premises or other places where its records are kept; and

(3) speak to any director, officer or any other employee whom the sponsor considers relevant; and

(4) speak to the issuer's auditor.

Amended on 29 September 2011 29 September 2011.

750

An issuer must:

(1) ensure that its directors and officers provide reasonable assistance to the sponsor; and

(2) authorise its auditor to provide reasonable assistance to the sponsor.

Amended on 29 September 2011 29 September 2011.

751

(1) The Exchange may at any time and for any reason resume supervision (in full or in part) of an issuer on Catalist.

(2) The Exchange will not normally exercise this power unless exceptional circumstances exist.

Amended on 29 September 2011 29 September 2011.

752

An issuer must keep records of its consultations with its sponsor for at least 6 years. The records must be sufficient to establish an audit trail of key discussions, advice and decisions involving it and its sponsor and the basis for the advice and decisions.

Amended on 29 September 2011 29 September 2011.

753

(1) An issuer must consult its sponsor about all material matters relating to compliance with the Rules, its listing and the quotation of its securities.

(2) Without limiting Rule 753(1), an issuer must consult its sponsor on documents to be released to shareholders or to the market (including announcements, resolutions contained in notices of meetings, circulars and corporate actions) before release, to ensure that such documents are in compliance with the Rules and proper disclosure will be made. The document must display prominently the following on the front cover:

This document has been reviewed by the Company's Sponsor, [full name of Sponsor]. It has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document.

The contact person for the Sponsor is [full name], [contact details].

Amended on 29 September 2011 29 September 2011.