ASX Listing Rules amended – reverse takeovers

The ASX has amended certain Listing Rules relating to reverse takeovers effective 1 December 2017.

These amendments introduce new shareholder approval rules and notice requirements.

New shareholder approval requirements

The Listing Rules require a shareholder approval for the issue of securities which exceed 15% of the listed entity's fully paid ordinary capital (over a 12 month period). Previously, certain exceptions applied to these Listing Rules where securities were issued under a reverse takeover, a scheme of arrangement, or to fund those transactions.

The Listing Rules have been amended so that the exceptions no longer apply with respect to reverse takeovers. Under the new rules, listed entities must obtain shareholder approval for a reverse takeover if the total number of securities issued/to be issued, is equal to or greater than the total number securities on issue in the issuer/bidder.