Cross-referenced from Rules 406(10), (11) and (12), 407, 865 and Appendix 4F
Part I Introduction
1. This Practice Note sets out the general requirements for the lodgement of documents with the Exchange.
2. The documents which must be lodged with or submitted to the Exchange include:
(a) an offer document;
(b) a preliminary offer document;
(c) a supplementary offer document;
(d) a replacement offer document;
(e) an offer information statement;
(f) a circular to the shareholders of an issuer seeking the approval of a very substantial acquisition or reverse takeover; and
(g) an issuer's undertaking not to make an exempt offer.
Part II Requirements for Lodgement or Submission in Electronic Form
3. A document to be lodged with the Exchange under the Rules must be lodged or submitted in electronic form (in searchable format) and must comply with the following requirements:
(a) The document must be in portable document format (PDF), or such other format as the Exchange may from time to time allow.
(b) The document must be lodged or submitted to the Exchange in a CD-ROM, or such other medium as the Exchange may from time to time allow, containing the document.
(c) The medium by which the document is lodged or submitted must be labelled with:
(i) the names of the person making the offer and the listing applicant;
(ii) the nature of the document; and
(iii) the date the document is lodged with or submitted to the Exchange.
4. When the document is lodged with or submitted to the Exchange in electronic form under paragraph 3 above, an electronic image of each of the following must be lodged with or submitted together with the document:
(a) every signature on or accompanying the document;
(b) any duly signed form which is part of or which accompanies the document;
(c) any duly signed statement referred to in paragraph 8(b) that the copy of the document submitted in paper form is a true copy of the document lodged with the Exchange in electronic form;
(d) any duly signed letter or report (other than a statutory audit report) enclosed in or forming part of the document;
(e) any duly signed expert's consent required to be lodged;
(f) any duly signed sponsor's consent and (if applicable) issue manager's consent required to be lodged;
(g) any duly signed underwriter's consent required to be lodged;
(h) if applicable, the authorisation referred to in Part IV;
(i) any pre-deal research report which has been issued in respect of the securities to which the document relates; and
(j) any other duly signed statement or letter required under the Rules to be lodged or submitted together with the document.
5. An electronic image to be lodged with or submitted to the Exchange under paragraph 4 must comply with the following requirements:
(a) The image must be in portable document format (PDF), or such other format as the Exchange may from time to time allow.
(b) The image must be lodged or submitted by submitting to the Exchange a CD-ROM, or such other medium as the Exchange may from time to time allow, containing the image.
(c) The medium by which the image is lodged or submitted must be labelled with:
(i) a description of what the electronic image relates to; and
(ii) the nature and date of lodgement of the document lodged with the Exchange in electronic form under paragraph 3 together with which the electronic image is lodged or submitted.
6. For the avoidance of doubt, a document lodged with or submitted to the Exchange in electronic form under paragraph 3 and every electronic image lodged with or submitted to the Exchange together with that document under paragraph 4 may be contained in the same medium.
Part III Requirements for Lodgement in Paper Form
7. A person who lodges any document in electronic form must also provide a copy of that document in paper form to the Exchange:
8. A copy of any document in paper form required under paragraph 7:
(a) must comply with the following requirements:
(i) the copy of the document must be on paper that is 297 millimetres in length and 210 millimetres in breadth (A4 paper size); and
(ii) the contents of the copy of the document must be legible; and
(b) must be accompanied by a true and complete electronic image of a signed statement of:
(i) in the case where the person making the offer is an individual:
(A) the person making the offer;
(B) a person authorised in writing by him; or
(C) an advocate and solicitor acting on his behalf;
(ii) in case where the person making the offer is an entity:
(A) a director or an equivalent person of the entity;
(B) a person authorised in writing by a director or an equivalent person of the entity; or
(C) an advocate and solicitor acting on behalf of the entity; or
(iii) in a case where the person making the offer is the government of a State:
(A) an official of the government of the State who is authorised to sign the statement on its behalf; or
(B) an advocate and solicitor acting on behalf of the government of the State,
verifying that the copy of the document in paper form is a true copy of the electronic document lodged with or submitted to the Exchange under paragraph 3.
9. The electronic image of the signed statement under paragraph 8(b) must comply with the requirements in paragraph 5.
Part IV Authorisation
10. A person making an offer of securities may authorise another person to sign, on its behalf:
(a) any document lodged with the Exchange; or
(b) any verification statement referred to in paragraph 8(b).
11. The following persons may be authorised:
(a) in a case where the person making the offer is an individual, a person authorised in writing by the individual;
(b) in a case where the person making the offer is an entity, a person authorised in writing by a director or an equivalent person, or a proposed director or an equivalent person, of the entity; or
(c) in a case where the person making the offer is the government of a State, an official of the government of the State who is authorised to sign the document or statement, as the case may be, on its behalf.
12. A true and complete electronic image of the authorisation must be submitted to the Exchange, together with the document lodged with the Exchange or statement, as the case may be. The electronic image of the authorisation must comply with the requirements in paragraph 5.
13. The authorisation submitted to the Exchange should not, as a general rule, be more than 3 months old.
Part V Administrative Procedures
14. Lodgement of documents must be made by appointment between 9am and 5pm from Mondays to Fridays (except public holidays).
15. The timetable for initial public offerings and very substantial acquisitions/reverse takeovers is contained in Appendix 4F.
Part VI Specific Requirements for Documents
Preliminary Offer Document
16. Where an issuer wishes to exclude information from a preliminary offer document, other than that permitted under Rule 407(6), an application must be made to the Exchange for the relevant exemption before the document is lodged with the Exchange.
17. Where the issuer lodges a preliminary offer document with the Exchange, a final offer document must be lodged subsequently, which includes such information required by Rule 407(1) to (5) that was omitted in the preliminary offer document.
Amended Offer Document
18. Any amendment to an offer document must be lodged with the Exchange in accordance with the requirements in Parts II and III.
19. Both the electronic copy and paper copy of the amended offer document must show the amendments tracked over the originally lodged offer document. Reasonable steps should be taken (including the use of different fonts, colours or highlights) to distinguish between:
(a) amendments made due to the insertion of information required under Rules 407(1) to (5) for registration; and
(b) any other amendments made.
20. In addition, a clean electronic copy of the amended offer document must be lodged for posting on the Exchange's website.
Supplementary or Replacement Offer Document
21. Any supplementary or replacement offer document must be lodged with the Exchange in accordance with the requirements in Parts II and III.
22. Both the electronic copy and paper copy of a replacement offer document must show the amendments tracked over the originally lodged offer document.
Amended on 7 February 20207 February 2020.