See http://www.asxgroup.com.au/asx-settlement-operating-rules-guidance-notes-and-waivers.htm for up-to-date rules
(a) | each Facility User covenants with ASX Settlement and each other Facility User to observe the Rules and to perform the obligations which the Rules purport to impose on the Facility User, in the manner provided by the Rules; and | ||
(b) | subject to Rules 3.6.11 to 3.6.18 inclusive, ASX Settlement covenants with each Facility User to observe the Rules and to perform the obligations which the Rules purport to impose on ASX Settlement, in the manner provided by the Rules. |
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(a) | making State of Emergency Rules (that may be inconsistent with these Rules) for the protection of the interests of ASX Settlement and Facility Users; | ||
(b) | suspending provision of any ASX Settlement facilities and services to one or more persons; | ||
(c) | taking, or refraining from taking, or directing a Participant to take or refrain from taking, any action which ASX Settlement considers is appropriate; | ||
(d) | taking any action in the name of and at the expense of a Participant; or | ||
(e) | other action that is inconsistent with these Rules (other than Rule 1.3). |
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(a) | any failure or delay in performance in whole or in part of the obligations of ASX Settlement under the Rules or any contract, if that failure or delay is caused directly or indirectly by a State of Emergency which entitles ASX Settlement to act under this Rule 1.3; or | ||
(b) | any loss, liability, damage, cost or expense arising in any way (including, without limitation, by negligence) from the bona fide exercise of any power, right or discretion conferred upon ASX Settlement by this Rule 1.3. |
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(a) | a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any regulation or statutory instrument issued under, that legislation or legislative provision; | ||
(b) | a reference to the operating rules of an Approved Clearing Facility, the operating rules of an Approved Market Operator, the Listing Rules, the ASX Enforcement and Appeals Rulebook, these Rules, the Procedures or the Fees and Charges Schedule is a reference to the operating rules, the Procedures or the Schedule as modified or amended from time to time; | ||
(c) | the singular includes the plural and vice-versa; | ||
(d) | a reference to person, body, corporation, trust, partnership, unincorporated body, firm, association, authority or government includes any of them; | ||
(e) | a word denoting any gender includes all genders; | ||
(f) | if a word or expression is given a particular meaning, another part of speech or grammatical form of that word or expression has a corresponding meaning; | ||
(g) | a reference to power includes a reference to authority and discretion; | ||
(h) | a reference to a Rule (eg Rule 2.4) includes a reference to all sub-Rules included under that Rule (eg Rule 2.5.4); | ||
(i) | a reference to a Section (eg) includes a reference to all Rules and sub-Rules within that Section; | ||
(j) | a reference to any Rule or Procedure is a reference to that Rule or Procedure as amended from time to time; | ||
(k) | a reference to time is to the time in Sydney, Australia; | ||
(l) | a reference to currency is a reference to Australian currency; | ||
(m) | a reference to writing includes typing, printing, lithography, photography, telex, facsimile or any other mode of representing or reproducing words in a visible form; |
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(n) | where there is a reference to the power of ASX Settlement to make, demand or impose a requirement there is a corresponding obligation of the relevant Participant to comply with that demand or requirement in all respects; and | ||
(o) | a reference to ASX Settlement notifying or giving notice to a Participant or vice-versa is a reference to notifying or giving notice in accordance with Rule 1.10. |
(a) | a reference to conduct or engaging in conduct includes a reference to doing, refusing to do or omitting to do, any act, including the making of, or the giving effect to a provision of, an agreement; and | ||
(b) | unless the contrary intention appears, a reference to doing, refusing or omitting to do any act or thing includes a reference to causing, permitting or authorising: |
(i) | the act or thing to be done; or | ||
(ii) | the refusal or omission to occur. |
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(a) | by an officer, employee, Third Party Provider or other agent of the person, and whether or not within the scope of the actual or apparent authority of the officer, employee, Third Party Provider or other agent; or | ||
(b) | by any other person at the direction or with the consent or agreement (whether express or implied) of an officer, employee, Third Party Provider or other agent of the person, and whether or not the giving of the direction, consent or agreement is within the scope of the actual or apparent authority of the officer, employee, Third Party Provider or other agent, |
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(a) | the example or note is not to be taken to be exhaustive; and | ||
(b) | if the example or note is inconsistent with the Rule, the Rule prevails. |
(a) | the name of a body is changed in accordance with the law (whether or not the body is incorporated); or | ||
(b) | the name of an office is changed by law, then a reference in these Rules to the body or office under any former name, except in relation to matters that occurred before the change took effect, is taken as a reference to the body or office under the new name. |
(a) | amended; | ||
(b) | deleted; or | ||
(c) | lapses or otherwise ceases to have effect, |
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(d) | revive anything not in force or existing at the time at which that circumstance takes effect; | ||
(e) | affect the previous operations of that Rule or Procedure or anything done under that Rule or Procedure; | ||
(f) | affect any right, privilege, obligation or liability acquired, accrued or incurred under that Rule or Procedure; | ||
(g) | affect any penalty, forfeiture, suspension, expulsion or other enforcement action taken or incurred in respect of any contravention of that Rule or Procedure; or | ||
(h) | affect any investigation, proceeding, enforcement process, appeal process or remedy in respect of any such right, privilege, obligation, liability, penalty, forfeiture, suspension, expulsion or enforcement action, |
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(a) | if the Holding does not exist at the time of the entry, establishing the Holding with a Holding Balance equal to that number of Financial Products; or | ||
(b) | if the Holding already exists at the time of the entry, adding that number of Financial Products to the Holding Balance of the Holding. |
(c) | if the Holding Balance of the Holding is equal to that number, removing the Holding from the register; and | ||
(d) | if the Holding Balance of the Holding is greater than that number, subtracting that number of Financial Products from the Holding Balance. |
(a) | the Subposition is created over that number of Financial Products; or |
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(b) | an existing reservation in a Subposition of Financial Products in that Holding is increased by that number of Financial Products. |
(a) | the Subposition over that number of Financial Products is removed; or | ||
(b) | where the total number of Financial Products in the Holding that are reserved in the Subposition exceeds the number of Financial Products specified to be released, the Subposition reservation is reduced by that specified number of Financial Products. |
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(a) | representing an Approved Financial Product applied for, or to be applied for, under an Offer; and | ||
(b) | by which the Issuer calculates the number of Approved Financial Products to be issued or disposed under Rule 15.27. |
(a) | adequate rules or procedures relating to the operation of the facility, including effective risk management procedures; | ||
(b) | adequate arrangements for supervision and regulation of the facility; and | ||
(c) | sufficient resources to conduct the facility and perform its supervisory and regulatory functions. |
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(a) | not in a Locked Holding; | ||
(b) | in the case of Financial Products in an Issuer Sponsored Holding, not reserved under the Listing Rules for the benefit of an Offeror in relation to a takeover scheme; | ||
(c) | in the case of Financial Products in a CHESS Holding, not reserved in a Subposition. |
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(i) | an administrator of the body corporate is appointed under section 436A, 436B or 436C of the Corporations Act; | ||
(ii) | the body corporate commences to be wound up or ceases to carry on a business; | ||
(iii) | a receiver, or a receiver and manager, of property of the body corporate is appointed, whether by a court or otherwise; or | ||
(iv) | the body corporate enters into a compromise or arrangement with its creditors or a class of them; or |
(b) | in the case of a natural person, where: |
(i) | a creditor’s petition or a debtor’s petition is presented under Division 2 or 3, as the case may be, of Part IV of the Bankruptcy Act 1966 against the person, the partnership in which the person is a partner, or two or more joint debtors who include the person; | ||
(ii) | the person’s property becomes subject to control under Division 2 of Part X of the Bankruptcy Act 1966; | ||
(iii) | the person executes a deed of assignment or deed of arrangement under Part X of the Bankruptcy Act 1966; | ||
(iv) | the person’s creditors accept a composition under Part X of the Bankruptcy Act 1966; or | ||
(v) | the person’s creditors accept a debt agreement proposal under Part IX of the Bankruptcy Act 1996, |
(a) | a Settlement Transfer in Batch Settlement and, if the instruction is for value, payment in DvP Batch Settlement; or | ||
(b) | in respect of a Payment Batch Instruction, payment in Batch Settlement, |
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and includes: |
(a) | a Saturday, Sunday, New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day; and | ||
(b) | any other day which ASX Settlement notifies Facility Users is not a Business Day. |
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(a) | an Issuer-Sponsored Subregister of Holders of CDIs and a CHESS Subregister of Holders of CDIs; or | ||
(b) | with the consent of ASX Settlement, a CHESS Subregister of Holders of CDI. |
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(a) | ASX Clear for the purpose of clearing Cash Market Transactions and Cash CCP Transactions; and | ||
(b) | ASX Settlement for the purpose of settling transactions in Approved Financial Products, Transfering Financial Products and registering Transfers. |
(a) | a provision of these Rules; or | ||
(b) | a provision of Chapter 7 of the Corporations Act which is material to the operation of CHESS. |
(a) | that part of an Issuer’s register; | ||
(b) | that part of a Foreign Issuer’s CDI Register, for a class of the Issuer’s Approved Financial Products; or | ||
(c) | the FDI Register for a class of Participating International Financial Products, |
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(a) | the number of FOR Financial Products in a Holding whose Residency Indicator is recorded by ASX Settlement as “F”, calculated as the current Holding Balance of FOR Financial Products; or | ||
(b) | the number of FOR Financial Products in a Holding whose Residency Indicator is recorded as “ F”, at Start of Day, adjusted by: |
(i) | those Financial Products transferred into the Holding pursuant to a Foreign to Foreign Allocation during that Business Day; and | ||
(ii) | any Conversions of those Financial Products into or out of the Holding; and | ||
(iii) | those Holding Adjustments initiated by an Issuer pursuant to Rule 5.12.4; less |
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(iv) | that number of Financial Products transferred out of the Holding pursuant to a Foreign to Foreign Allocation during that Business Day. |
(a) | Transfer or Convert Financial Products from the Holding; or | ||
(b) | transfer in terms of Rule 13.19.2; or | ||
(c) | Transmute FDIs from the Holding. |
(a) | the registry is satisfied that the Registration Details for the Certificates, SRN or other form of Source Holding match the Registration Details for the Target Holding; and | ||
(b) | the Participant is able to initiate the Conversion message. |
(a) | action taken by an Issuer of Financial Products for the purpose of giving an Entitlement to Holders of a class of the Issuer’s Financial Products; | ||
(b) | action taken by a Principal Issuer for the purpose of giving an Entitlement in respect of Principal Financial Products held by a Depositary Nominee to Holders of CDIs; and | ||
(c) | in relation to Section 13 action taken by an issuer of Participating International Financial Products for the purposes of giving an Entitlement in respect to Participating International Financial Products, held by a Depositary Nominee. |
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(a) | the execution of outstanding orders; or | ||
(b) | the clearing and settlement of outstanding transactions. |
(a) | active; or | ||
(b) | null (inactive). |
(a) | most recently notified in accordance with Rules 11.9.1(c) and 11.9.3(c); and | ||
(b) | recorded by ASX Settlement against the Net Position Record to which that Debit Cap applies. |
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(a) | CHESS Depositary Nominees Pty Ltd (as long as it remains admitted to participate in CHESS under Rule 4.3.1); or | ||
(b) | a person admitted as a General Settlement Participant under Rule 4.3.1, whose function is to hold Title or Other Interest to Principal Financial Products or Participating International Financial Products. |
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(b) | if the Controlling Participant is an incorporated entity, a Related Body Corporate of that Participant; or | ||
(c) | if the Controlling Participant is a partnership, a nominee company provided all of its issued capital is owned by the partners. |
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(a) | rights; | ||
(b) | bonus issues; | ||
(c) | dividend, interest and trust distribution payments; | ||
(d) | priority issues; | ||
(e) | offers under an equal access scheme; and | ||
(f) | in relation to Participating International Financial Products means any equivalent or similar benefit (however described) provided or offered by the issuer of the Participating International Financial Products. |
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(a) | those FOR Financial Products determined by an Issuer that cause the Foreign Ownership Percentage Level to be exceeded; or | ||
(b) | with the exception of a Foreign to Foreign Allocation, those FOR Financial Products determined by an Issuer, where the Issuer is authorised to do so under its constitution or governing legislation, to have been transferred into a Holding with a Residency Indicator of “F”, on the day when the Foreign Ownership Percentage Level Foreign Holder Percentage Level is exceeded. |
(a) | a Participant; or | ||
(b) | an Issuer of Approved Financial Products; or | ||
(c) | a market licensee which is provided with a Transfer Service under Rule 4.1A. |
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D | is the total number of Financial Products of the relevant class projected to be delivered from the Holding pursuant to one or more Rescheduled Batch Instructions | ||
H | is the total number of Financial Products of the relevant class in the Holding |
(a) | test RTGS Instructions within CHESS in the manner contemplated by Rules 11.18, 11.19 and 11.20; and | ||
(b) | hold and allow ASX Settlement to monitor unsettled RTGS Instructions during the RTGS Settling Phase. |
(a) | Division 4 financial products as defined in Regulation 7.11.03 of the Corporations Regulations; or | ||
(b) | For the purposes of Rule 8.3.2, financial products issued under an employee incentive scheme and company issued options. |
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(a) | an adjustment to the Holding Balance of a CHESS Holding initiated by the Issuer because Financial Products in the Holding have: |
(i) | been absorbed into an existing class of Financial Products (for example, Financial Products that do not rank for a Dividend to Financial Products that do); or | ||
(ii) | been assigned a new Financial Product Code (for example, because of a Reconstruction); or |
(b) | in respect of Allocation Interests, an adjustment to a Holding of Allocation Interests initiated by the Issuer in order to despatch Approved Financial Products under Rule 15.27. |
(a) | has its principal place of business in a country other than Australia; | ||
(b) | is authorised to provide clearing and settlement services in the country in which it has its principal place of business; and | ||
(c) | is subject to prudential and/or other regulatory supervision in the country in which it has its principal place of business by a regulatory authority that has entered into an information sharing arrangement dealing with market matters with the Commission. |
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(a) | for the specified period; and | ||
(b) | in respect of each CHESS Holding containing Confirmed FOR Financial Products in the specified | ||
sets out a summary on a daily basis of: | |||
(c) | total units added to the Holding pursuant to Foreign to Foreign Allocations; | ||
(d) | total units deducted from the Holding pursuant to Foreign to Foreign Allocations; | ||
(e) | total units added to the Holding of Confirmed FOR Financial Products as a result of registry authorised transactions; | ||
(f) | total units deducted from the Holding of Confirmed FOR Financial Products as a result of registry authorised transactions; and | ||
(g) | the end of day closing balance for the Holding. |
(a) | is a foreign person; | ||
(b) | is an associate of a foreign person; or | ||
(c) | has a beneficial interest in the Financial Products, part of that beneficial interest vesting in a Foreign Person, |
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(a) | the HINs of all Holders on the Subregister; and | ||
(b) | the Holding Balances of all Holdings; and/or | ||
(c) | the Cum Entitlement Balances for all Holdings or former Holdings. |
(a) | identify a Holder of Financial Products on the CHESS Subregister; and | ||
(b) | link the Holding details maintained on the CHESS Subregister with the Holder’s Registration Details. |
(a) | a person registered as the legal owner of Financial Products in a Holding; | ||
(b) | a person who is recorded as holding CDIs on the CDI Register; | ||
(c) | a person who is recorded on a record of Allocation Interests; or | ||
(d) | a person who is recorded as holding FDIs on the FDI Register. |
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(a) | establishes a Holder Record; | ||
(b) | controls a CHESS Holding, (for example, Direct, Participant Sponsored or Clearing Account). |
(a) | a number of Financial Products of an Issuer held by a Holder on the Issuer’s register; | ||
(b) | a number of CDIs held by a Holder on the CDI Register; | ||
(c) | a number of Allocation Interests recorded in respect of a Holder; or | ||
(d) | a number of FDIs recorded as held by a Holder on an FDI Register. |
(a) | give effect to a Corporate Action or Reconstruction in relation to a class of the Issuer’s Financial Products; | ||
(b) | establish a CHESS Holding pursuant to a new issue of Approved Financial Products; | ||
(c) | move Financial Products from a CHESS Holding for the purpose of Divestment or forfeiture; or | ||
(d) | move Financial Products to or from a CHESS Holding in such other circumstances as: |
(i) are permitted by these Rules; or | |||
(ii) may be agreed between ASX Settlement and the Issuer. |
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(a) | for the specified period; and | ||
(b) | in respect of each CHESS Holding of Financial Products in the specified class that has undergone a Holding Balance change during the specified period, | ||
(c) | sets out, a summary on a daily basis of: |
(i) total units added to the Holding; | |||
(ii) total units deducted from the Holding; | |||
(iii) total units added to the Holding as a result of registry authorised transactions; | |||
(iv) total units deducted from the Holding as a result of registry authorised transactions; and | |||
(v) the End of Day closing balance for the Holding. |
(a) | Participants or senior officers of Participants; or | ||
(b) | senior officers of Issuers or of Issuers’ Third Party Providers. |
(a) | a listed company or company whose Financial Products are quoted by a market licensee or by a financial market or type of financial market exempted under section 791C of the Corporations Act; | ||
(b) | a warrant issuer; | ||
(c) | the responsible entity of a managed investment scheme; | ||
(d) | a Foreign Issuer. |
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(a) | that part of an Issuer’s register that records uncertificated Holdings of Financial Products in accordance with Listing Rule 8.2; or | ||
(b) | that part of a CDI Register, that is administered by the Issuer (and not ASX Settlement). |
(a) | the issue of Financial Products only, the Despatch Date; | ||
(b) | the payment of money only, the due date of payment; or | ||
(c) | a combination of the issue of Financial Products and the payment of money, the later of the Despatch Date and the due date of payment, |
(a) | ASX; or | ||
(b) | in the Rules made from time to time pursuant to arrangements entered into under section 798C of the Corporations Act, in |
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relation to quoted financial products issued by ASX, “the Commission”; or | |||
(c) | in relation to: |
(i) a class of financial products quoted, or to be quoted by; or | |||
(ii) a participant of a market licensee under the Corporations Act other than ASX, |
(d) | the operator of a financial market or type of financial market exempted under section 791C of the Corporations Act. |
(a) | in relation to Dual Entry RTGS Messages, Messages that are Matched under Rule 11.13.3; | ||
(b) | in relation to Dual Entry Batch Messages, Messages that are Matched under Rule 9.5.2 or 10.9.3; | ||
(c) | in relation to Dual Entry Switch to Batch Settlement Messages, Messages that are Matched under Rule 11.12.3; | ||
(d) | in relation to Dual Entry Switch to RTGS Messages, Messages that are Matched under Rule 10.6.1 or 10.11.8; and | ||
(e) | in relation to Dual Entry Payment Batch Messages, Messages that are Matched under Rule 10.8.3, |
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(a) | active; or | ||
(b) | inactive. |
(a) | an offer for subscription or an invitation to subscribe for Financial Products, under which an Issuer must issue; or | ||
(b) | an offer under which an Issuer must dispose of, |
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(a) | the transaction was entered into in the ordinary course of trading on an Approved Market Operator’s market; or | ||
(b) | the transaction is, under the operating rules of an Approved Market Operator, described, or to be described, as ‘special’ when it is reported to the Approved Market Operator; or | ||
(c) | in relation to a transaction between a Participant and a Participant who is not a Market Participant, a confirmation is issued in relation to a transaction under paragraph (a) or (b); or | ||
(d) | in relation to a transaction between two Participants that are not Market Participants, the transaction is entered into solely for the purpose of facilitating settlement of a transaction of a kind referred to in paragraph (a) or (b). |
(a) | in relation to a group of Participants within paragraph (a) of the definition of Participant Group, any Participant within that group that is notified to ASX Settlement by all the Participants within that group; or |
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(b) | in relation to a group of Participants within paragraph (b) of the definition of Participant Group, the Settlement Participant that is notified to ASX Settlement by all the Participants within that group. |
(a) | a group of Participants that are related bodies corporate within the meaning of section 50 of the Corporations Act; or | ||
(b) | a Settlement Participant which has a written agreement with one or more Account Participants and each of those Account Participants with whom it has a written agreement. |
(a) | traded on a market other than in Australia; and |
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(b) | declared by ASX Settlement under Rule 13.15 from time to time to be available for settlement by means of FDIs. |
(a) | the Facility User to whom a Contravention Notice was given in the Proceeding; or, | ||
(b) | ASX Settlement or the Facility User to or by whom an Appeal Notice was given in the Appeal, |
(a) | a CCP Derivatives Payment Batch Instruction; or | ||
(b) | a Dual Entry Payment Batch Instruction. |
(a) | if the Participant’s net obligation to make payment is not authorised, the amount of the net obligation for which authorisation is sought; or | ||
(b) | if the Participant’s net obligation to make payment is not authorised, the difference between the amount of the net obligation to make the payment that has already been authorised by the Payments Provider and the amount of the net obligation to make a payment for which further authorisation is sought from the Payments Provider. |
(a) | operates an exchange settlement account with the Reserve Bank of Australia in its own name; | ||
(b) | has the operational capacity to: |
(i) authorise and make payments on behalf of Participants; |
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(ii) | make payments to Participants; and | ||
(iii) | register entries in the Payments Provider User Group for the purpose of discharging its net obligation to make payment to the Bank or its net entitlement to receive payment from the Bank in accordance with the Standard Payments Provider Deed; |
(c) | meets the technical and performance requirements prescribed by ASX Settlement to ensure that the person does not affect the integrity or orderly operation of CHESS; and | ||
(d) | is a person who facilitates Batch Settlement by approving or making payments in accordance with the terms and conditions of the relevant Standard Payment Providers Deed. |
(a) | used as the identification code of the Participant that controls a Holding on the CHESS Subregister; and | ||
(b) | included in a Message header to identify the source and/or destination of CHESS Data Messages. |
(a) | any parent body of the body; | ||
(b) | each Director or person in the position of a Director; |
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(c) | where the body consists of two or more partners or trustees, each principal (within the meaning of paragraphs (a) and (b)) of each of those partners or trustees. |
(a) | a Foreign Issuer; or | ||
(b) | a DI Issuer. |
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(a) | in the case of a Facility User, the physical location of an application system that the Facility User employs to operate an interface with CHESS; or | ||
(b) | in the case of ASX Settlement, the physical location of the application system that operates CHESS. |
(a) | end of Settlement Processing Phase; |
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(b) | Trade Instruction Cut-Off; | ||
(c) | End of Day. |
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(a) | the number of Financial Products of that class required to be delivered from that Holding in Real Time Gross Settlement under that RTGS Instruction on that day; | ||
(b) | the number of Financial Products of that class Reserved against that Holding in relation to RTGS Instructions at that time in the RTGS Settling Phase, and | ||
(c) | prior to ASX Settlement recording under Rule 10.12.1(f)(ii) a movement of Financial Products of that class against that Holding to effect DvP Net Settlement on that day, the number of Financial Products of that class that ASX Settlement has determined at Settlement Cut-off will be so recorded as a movement against that holding at DvP Notification on that day, |
(d) | the total number of Available Financial Products at that time in the Holding. |
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(a) | that satisfies the criteria for participation in Real Time Gross Settlement set out in Rule 11.5; and | ||
(b) | for which a Net Position Record has been established under the Rules that records the Net Position Record Status as active. |
(a) | satisfies the criteria for participation in Real Time Gross Settlement in CHESS set out in Rule 11.6.1; and | ||
(b) | has been admitted to participate in Real Time Gross Settlement in CHESS in that capacity. |
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(a) | borrowed by and entity from a Related Body Corporate; or | ||
(b) | included in the Securities Borrowed Position of another Securities Lending Participant in respect o that class of Financial Products at that time, |
(a) | the Participant’s Securities On Loan Position in respect of the class of Financial Products at that time; and | ||
(b) | the aggregate number of Financial Products of the class held by the Participant or any of its Non Participant Related Bodies Corporate which are available at that time for loan to other parties, whether or not subject to any conditions, under Securities Lending Arrangements to which the Participant or any of its Non Participant Related Bodies Corporate is or may become a party as Lender. Financial products which are: |
(i) included in the Participant’s Securities Borrowed Position in respect of that class of Financial Products at that time; |
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(ii) | included in the Securities Committed Position of another Securities Lending Participant in respect of that class of Financial Products at that time; or | ||
(iii) | held by the Participant or any of its Non Participant Related Bodies Corporate as a result of or for the purpose of trading by the entity on its own behalf, |
(a) | an entity (the Lender) agrees that it will: |
(i) | deliver Financial Products to another entity (the Borrower) or to an entity nominated by the Borrower; and | ||
(ii) | vest title in those Financial Products in the entity to which they are delivered; and |
(b) | the Borrower agrees that it will, after the Lender does the things mentioned in paragraph (a): |
(i) | deliver the Financial Products (or equivalent Financial Products) to the Lender or to an entity nominated by the Lender; and | ||
(ii) | vest title in those Financial Products (or equivalent Financial Products) in the entity to which they are delivered. |
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(a) | lent by an entity to a Related Body Corporate; or | ||
(b) | included in the Securities On Loan Position of another Securities Lending Participant in respect of that class of Financial Products at that time, |
(a) | generated by ASX Settlement; and | ||
(b) | used to ensure secure communications between ASX Settlement and Facility Users. |
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(a) | a Participant that has been admitted to participate in the Settlement Facility as a General Settlement Participant; or | ||
(b) | a person that has been admitted to participate in the Settlement Facility as a Specialist Settlement Participant. |
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(a) | fire, power failure or restriction, communication breakdown, accident, flood, embargo, boycott, labour dispute, unavailability of data processing or any other computer system or facility, act of God; or | ||
(b) | act of war (whether declared or undeclared) or an outbreak or escalation of hostilities in any region of the world which in the opinion of ASX Settlement prevents or significantly hinders the operation of the Settlement Facility; or | ||
(c) | an act of terrorism; or | ||
(d) | other event which, in the opinion of ASX Settlement, prevents or significantly hinders the operations of the Settlement Facility. |
(a) | activity in relation to Financial Products held in a CHESS Holding may be restricted; and | ||
(b) | access to those Financial Products for limited purposes may be given to a Participant other than the Controlling Participant. |
(a) | in the case of Financial Products other than CDIs, a CHESS Subregister or an Issuer Operated Subregister; or | ||
(b) | in the case of CDIs, a CDI Register. |
(a) | Batch Instructions notified to ASX Settlement by an Approved Market Operator under Rule 10.9.1; and | ||
(b) | Batch Instructions that result from Matched Dual Entry Batch Messages, | ||
(c) | to assist ASX Settlement in monitoring compliance with these Rules. |
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(a) | operates an interface with CHESS; | ||
(b) | performs any obligations of a Facility User under these Rules; or | ||
(c) | uses facilities provided by ASX Settlement, |
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(a) | legal title where the Financial Products can be owned at law, and | ||
(b) | equitable or beneficial title where the Financial Products can be owned only in equity. |
(a) | a Saturday, Sunday, New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day; and | ||
(b) | any other day that ASX Settlement may declare and publish is not a trading day. |
(a) | from a CHESS Holding to any other Holding; or | ||
(b) | from any Holding to a CHESS Holding. |
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(a) | Principal Financial Products to be converted into CDIs, or CDIs to be converted into Principal Financial Products; or | ||
(b) | Participating International Financial Products to be converted into FDIs, or FDIs to be converted into Participating International Financial Products; |
(a) | the UIC of an Issuer; |
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(b) | a PID; or | ||
(c) | such other numeric code allocated by ASX Settlement. |
(a) | identifies the source of the Message in the Message header by specifying a current source UIC that is compatible with the specified AIC; | ||
(b) | correctly identifies the destination of the Message in the Message header by specifying the current UIC for the targeted Message recipient; | ||
(c) | is formatted in accordance with and contains all the mandatory data requirements specified in the EIS; | ||
(d) | has been properly authenticated, (determined by reference to the MAC); and | ||
(e) | meets CHESS encryption requirements specified in the EIS. |
(a) | the Participant Warranties and Indemnities; | ||
(b) | the Issuer Warranties and Indemnities; or | ||
(c) | the ASX Settlement Indemnity. |
(a) | for the Conversion of Financial Products in a Participant Sponsored Holding to any other mode of Holding; | ||
(b) | to initiate a change of sponsorship for the Financial Products; | ||
(c) | to endorse or initiate an off market transfer of Financial Products; or | ||
(d) | to accept a takeover offer for the Financial Products on behalf of the Participant Sponsored Holder; | ||
(e) | to accept a takeover offer for the Securities on behalf of the Participant Sponsored Holder. |
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8.6 | CHESS SUBREGISTERS | ||
8.6.1 | Status of CHESS Subregister |
ASX Settlement must administer, as agent of an Issuer in accordance with these Rules, a CHESS Subregister for each class of the Issuer’s Approved Financial Products to which the following provisions apply: |
(a) | subject to paragraph (b), the CHESS Subregister for a class of an Issuer’s Approved Financial Products forms part of the Issuer’s principal register for that class of Financial Products; and | ||
(b) | if an Issuer’s principal register for a class of Approved Financial Products is located outside Australia, the CHESS Subregister forms part of the Issuer’s principal Australian register, notwithstanding the fact that the Australian register is a branch register and forms a part of the Issuer’s principal register outside Australia. |
Introduced 11/03/04 Origin SCH 5.1 |
8.6.2 | Information recorded and maintained on a CHESS Subregister |
ASX Settlement must record and maintain on a CHESS Subregister for a class of Approved Financial Products: |
(a) | the Registration Details and HIN of each person with a CHESS Holding of Financial Products in that class; and | ||
(b) | in relation to each such person, the number of Financial Products held. |
Introduced 11/03/04 Origin SCH 5.2.1 |
8.6.3 | HIN not to be taken to be included in a register |
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Except to the extent required by these Rules or the law, an Issuer must not include a HIN in a register for the purpose of: |
(a) | the register being open for inspection; or | ||
(b) | furnishing a copy of the register or any part of the register. |
Introduced 11/03/04 Origin SCH 5.2.2 |
8.6.4 | Notice of location of stored information |
As soon as a class of an Issuer’s Financial Products are Approved, the Issuer must: |
(a) | give notice to the Commission in accordance with Section 1301(1) of the Corporations Act specifying (subject to Rule 8.6.5) the registered office of ASX Settlement as the situation of the place of storage of the information maintained by ASX Settlement on a CHESS Sub-register; | ||
(b) | give a copy of that notice to ASX Settlement; and | ||
(c) | give a copy of that notice to the exempt or special stock market or exempt financial market where the Issuer’s Financial Products are quoted. |
Introduced 11/03/04 Origin SCH 5.2.3, 5.2.4 |
8.6.5 | Change of location of stored information |
If the situation of the place of storage in relation to information maintained by ASX Settlement on a CHESS Subregister changes: |
(a) | ASX Settlement must promptly give Notice to the Issuer of the new place of storage; and | ||
(b) | the Issuer must give notice to the Commission of the new place of storage in accordance with Section 1301(4) of the Corporations Act. |
Introduced 11/03/04 Origin SCH 5.2.5 |
8.6.6 | Classes of Holdings on a CHESS Subregister |
Holdings that may be maintained on a CHESS Subregister are: |
(a) | Holdings that are controlled by a Participant; or | ||
(b) | such other Holdings as are determined by ASX Settlement, from time to time. |
Introduced 11/03/04 Origin SCH 5.3.1 |
8.7 | ESTABLISHING A HOLDER RECORD | ||
8.7.1 | Restrictions on establishing a Holder Record |
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A Participant must not Transmit a Message to establish a Holder Record in relation to a person under Rule 8.7.2 unless: |
(a) | the person is a Related Body Corporate of the Participant; or | ||
(b) | the Participant holds a current Sponsorship Agreement executed by the Participant and the person. |
Introduced 11/03/04 Origin SCH 5.4.1A |
8.7.2 | Establishing a Holder Record |
If a Participant Transmits a Valid Message to ASX Settlement requesting ASX Settlement to establish a Holder Record that includes the matters specified in the Procedures, ASX Settlement must: |
(a) | establish a Holder Record on CHESS for that person; | ||
(b) | allocate a HIN to that Holder; and | ||
(c) | if the Holder Record has been established for a Participant Sponsored Holder, promptly send a Notice in relation to that Holder Record to that Participant Sponsored Holder. |
If the Holder Record is in relation to a person that is a Participant Sponsored Holder, the Participant must, in the absence of any specific alternative written authority from that other person specify as the current Registration Details in the Message, the name and address and, if applicable, Email details for the person as recorded in the Sponsorship Agreement. |
Introduced 11/03/04 Origin SCH 5.4.1, 5.4.1B Amended 02/11/09 |
8.7.3 | Holder Record for Holding of FOR Financial Products |
A Participant must determine whether the Residency Indicator of a Holder Record is applicable to any new Holding of FOR Financial Products, and if it is not applicable to the new Holding of FOR Financial Products and there is no existing Holder Record with the appropriate Residency Indicator, the Participant must: |
(a) | establish a separate Holder Record for that new Holding with the appropriate Residency Indicator; and | ||
(b) | transfer that Holding to that Holder Record. |
Note: Because of differing definitions of “Foreign Person” under the governing legislation or constitution of different Issuers with aggregate foreign ownership restrictions, a Holder’s status (for the purposes of settling transactions in FOR Financial Products) may differ between Issuers. |
Where these circumstances apply, Holders must have two distinct Holder Records in CHESS; one with a Residency Indicator of “F” and another with a Residency Indicator of “D”. Holdings of |
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particular Financial Products must then be linked to the appropriate Holder Record. | |||
Introduced 11/03/04 Origin SCH 5.4.3 |
8.7.4 | Indemnity by Participant where Holder Record established incorrectly |
If, under Rule 8.7.2, a Participant has Transmitted a Valid Message requesting ASX Settlement to establish a Holder Record and that Message specifies the Holder Type as Participant Sponsored Holder or specifies a Residency Indicator and any of the following apply: |
(a) | the Participant is not authorised to establish the Holder Record; | ||
(b) | the Participant has provided incorrect details in the Message; or | ||
(c) | the Participant has provided an incorrect Residency Indicator in the Message, |
subject to Rule 8.7.5 the Participant indemnifies: |
(d) | ASX Settlement from and against all losses, damages, costs and expenses which ASX Settlement may suffer or incur by reason of that unauthorised request or that Transmission of incorrect Holder Record details or an incorrect Residency Indicator; and | ||
(e) | if a Holding is established using incorrect Holder Record details or an incorrect Residency Indicator, the Issuer from and against all losses, damages, costs and expenses which the Issuer may suffer or incur by reason of that Holding being established. |
Introduced 11/03/04 Origin SCH 5.4.4, 5.4.5 |
8.7.5 | Limitation on Participant indemnity |
A Participant is not liable to indemnify ASX Settlement or an Issuer under Rule 8.7.4 if the Participant has provided details which are consistent with the directions of the relevant Holder for the purposes of holding FOR Financial Products and the Participant had no reason to believe that those directions were incorrect. | |||
Introduced 11/03/04 Origin SCH 5.4.6 |
8.8 | ESTABLISHING A CHESS HOLDING | ||
8.8.1 | A CHESS Holding may be established |
If a Holder Record for a person has been established and a HIN allocated and a Message specifying that HIN to identify the Target Holding is Transmitted in any of the following circumstances: |
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(a) | a Participant Transmits a Valid Originating Message that initiates a Demand Transfer or Conversion; | ||
(b) | ASX Settlement Transmits a Valid Originating Message that initiates a Settlement Transfer; or | ||
(c) | an Issuer Transmits a Valid Message to initiate a Holding Adjustment or a Financial Products Transformation, |
a CHESS Holding may be established by entering the Financial Products specified in the Message into the Target Holding and, if a new CHESS Holding is established ASX Settlement must notify the Issuer: |
(d) | that a new Holding has been established; and | ||
(e) | of the Holder Record details. |
Introduced 11/03/04 Origin SCH 5.5 |
8.9 | REPORTING TO PARTICIPANT SPONSORED HOLDERS IN RESPECT OF DESPATCHED FINANCIAL PRODUCTS | ||
8.9.1 | Issuer to send Holder a Notice |
If: |
(a) | an Issuer makes available forms of application for an Offer of Approved Financial Products; and | ||
(b) | an Approved Market Operator gives that Issuer approval for quotation of those Financial Products, |
the Issuer must, within 5 Business Days of receiving notification from ASX Settlement that a new CHESS Holding has been established under Rule 5.3.2, and provided the Registration Details specified in the notification from ASX Settlement match the Registration Details specified in the application for the person to whom the Financial Products have been allocated, send to the Holder of that Holding a Notice that sets out: |
(c) | the HIN; | ||
(d) | the Registration Details; and | ||
(e) | the Holding Balance, |
for the CHESS Holding as specified in the notification from ASX Settlement. | |||
Introduced 11/03/04 Origin SCH 5.4B |
8.10 | RESTRICTION ON CHESS HOLDINGS | ||
8.10.1 | Restrictions on number of joint holders |
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Unless permitted under an Issuer’s constitution, a Participant must not establish a CHESS Holding that would be held jointly by more than 3 persons. | |||
Introduced 11/03/04 Origin SCH 5.6.1 |
8.10.2 | Prohibition on Holdings of Less than a Marketable Parcel |
A Participant must not initiate a Transfer of Financial Products if, by giving effect to that Transfer, a new CHESS or Issuer Sponsored Holding of less than a Marketable Parcel will be established unless: |
(a) | the Holding of less than a Marketable Parcel is expressly permitted under an Issuer’s constitution; or | ||
(b) | the Transfer establishes a new Settlement Holding or Accumulation Holding. |
Introduced 11/03/04 Origin SCH 5.7 Amended 18/12/06 |
8.10.3 | Equitable Interests |
Unless required by these Rules or the law, ASX Settlement need not record on the CHESS Subregister, and is not required to recognise: |
(a) | any equitable, contingent, future or partial interest in any Financial Product; or | ||
(b) | any other right in respect of a Financial Product, |
except an absolute right of legal ownership in the registered Holder. | |||
Introduced 11/03/04 Origin SCH 5.8 |
8.11 | CONFIDENTIALITY | ||
8.11.1 | No disclosure except in certain circumstances |
Unless required by these Rules or the law, or with the express consent of the Holder, or of the duly appointed attorney, agent or legal personal representative of that Holder, neither an Issuer nor a Participant may mail (either in writing or electronically), release, publish, disseminate or disclose: |
(a) | the HIN of a CHESS Holding; | ||
(b) | the PID of the Controlling Participant of a CHESS Holding; or | ||
(c) | the SRN for the Holder of an Issuer Sponsored Holding, |
other than to: |
(d) | the Holder of that Holding; |
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(e) | the Holder’s duly appointed attorney, agent or legal personal representative; | ||
(f) | if the Holding is a CHESS Holding, the Controlling Participant for that Holding; or | ||
(g) | ASX Settlement. |
Introduced 11/03/04 Origin SCH 5.9.1 Amended 23/10/09 |
8.11.2 | Request for information by a Participant |
For the purpose of Rule 8.11.1(e), if a Participant provides a request to an Issuer in acceptable form or a written request to another Participant for: |
(a) | details of the SRN of a Holding on the Issuer Sponsored Subregister; | ||
(b) | the Holding Balance of a Holding on the Issuer Sponsored Subregister; | ||
(c) | the HIN of a CHESS Holder; or | ||
(d) | the PID of the Controlling Participant of the CHESS Holding, |
the requesting Participant: |
(e) | is taken to have warranted to the Issuer or the other Participant that it is the duly appointed agent of the Holder for the purposes of obtaining the details requested; | ||
(f) | indemnifies the Issuer or the other Participant in respect of any loss which the Issuer or the other Participant may suffer as a result of the requesting Participant not being authorised to request the information provided; and | ||
(g) | is, in the case of a request to the Issuer, taken to have acknowledged that: |
(i) | the details provided by the Issuer represent information currently available to the Issuer at the time of response and excludes unregistered transactions; and | ||
(ii) | the Issuer will not be liable for any loss incurred by the Holder or the Participant as a result of reliance on the details provided, in the absence of information not available to the Issuer at the time of providing those details. |
Note: | A Participant may request SRN and Issuer Sponsored Holding Balance details from an Issuer via CHESS message where the Participant is permitted to establish and maintain Sponsored Holdings under Rule 6.3 and has provided ASX Settlement with a Sponsorship Bond of $500,000, refer Rule 6.7. |
Introduced 11/03/04 Origin SCH 5.9.2, 5.9.3 Amended 04/04/05 |
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8.11.3 | Disclosure of information regarding Financial Products |
Subject to Rule 8.11.4, or unless otherwise required by these Rules or the law, ASX Settlement must not disclose any information regarding Financial Products in a CHESS Holding other than to: |
(a) | the Holder of that Holding; | ||
(b) | the Controlling Participant for that Holding; | ||
(c) | the Issuer of the Financial Products; or | ||
(d) | if Rule 14.13 applies in relation to a takeover bid any of the following: |
(i) | the bidder; | ||
(ii) | the CHESS Bidder; or | ||
(iii) | any agent that the bidder or the CHESS Bidder engages to prepare and distribute offer documentation or process takeover acceptances. |
Introduced 11/03/04 Origin SCH 5.9.4 |
8.11.4 | Circumstances where ASX Settlement may disclose information |
ASX Settlement may disclose information regarding Financial Products in a CHESS Holding, including information in relation to deductions from or transfers to a CHESS Holding, any relevant Source or Target Holdings and Holder Record details, to: |
(a) | the Commission; | ||
(b) | the Reserve Bank of Australia; | ||
(c) | an Approved Market Operator; | ||
(d) | an Approved Clearing Facility; | ||
(e) | the home regulator of a Foreign Clearing House; or | ||
(f) | SEGC |
where that body, in the proper exercise of its powers and in order to assist it in the performance of its regulatory functions (or in the case of SEGC, its regulatory or other functions), requests that ASX Settlement provide the information to it. | |||
Without limiting the above, ASX Settlement may disclose to the Reserve Bank of Australia any confidential information of a Facility User that is supplied to ASX Settlement in connection with the Real Time Gross Settlement of a transaction and that is required, in accordance with interface specifications, to be included by ASX Settlement in any message sent to the Reserve Bank of Australia across the Feeder System interface with RITS/RTGS. |
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Introduced 11/03/04 Origin SCH 5.9.6 |
8.11.5 | Copyright information supplied to ASX Settlement |
To the extent that a Participant or an Issuer has copyright in the information supplied to ASX Settlement under these Rules, then, subject to Rule 8.11.1 or 8.11.2, the Participant or the Issuer, as the case requires, grants ASX Settlement a license to reproduce that information to the extent deemed necessary by ASX Settlement. | |||
Introduced 11/03/04 Origin SCH 5.9.5 |
8.11.6 | Request by Participant for PID |
If a Participant provides a request to ASX Settlement for the PID of the Controlling Participant in relation to a particular HIN ASX Settlement may disclose: |
(a) | the PID of the Controlling Participant; | ||
(b) | the status of the Controlling Participant; and | ||
(c) | the status of the HIN. |
The requesting Participant: |
(d) | is taken to have warranted to ASX Settlement and the Controlling Participant that it is the duly appointed agent of the Holder for the purposes of obtaining the details requested; and | ||
(e) | indemnifies ASX Settlement or any other Participant in respect of any loss which ASX Settlement or the other Participant may suffer as a result of the requesting Participant not being authorised to request the information provided. |
Introduced 09/05/05 |
8.12 | REGISTRATION DATE | ||
8.12.1 | The date to be recorded for registration purposes |
If a Transfer is not a CHESS to CHESS Transfer, the date to be recorded as the date Financial Products are entered into a Target Holding for registration purposes is: |
(a) | if the Source Holding is a CHESS Holding, the date, as evidenced by the CHESS processing timestamp, that ASX Settlement Transmits to the Issuer the Message to Transfer the Financial Products; or | ||
(b) | if the Source Holding is an Issuer Sponsored Holding, the date the Issuer Transmits to ASX Settlement the Message authorising the Transfer of the Financial Products. |
Introduced 11/03/04 Origin SCH 5.10 |
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8.13 | CHESS SUBREGISTER TO REMAIN OPEN ON EACH BUSINESS DAY | ||
8.13.1 | ASX Settlement to keep CHESS Subregister open and must process Messages |
On any Business Day, ASX Settlement: |
(a) | unless otherwise provided in these Rules, must not close a CHESS Subregister; and | ||
(b) | must process Messages in accordance with these Rules. |
Introduced 11/03/04 Origin SCH 5.11 |
8.14 | CLOSURE OF A CHESS SUBREGISTER | ||
8.14.1 | Closure of a CHESS Subregister — other than where Financial Products lapse, expire, mature etc. |
Unless Rule 8.14.2 applies, if: |
(a) | ASX Settlement revokes Approval of a class of an Issuer’s Financial Products under Rule 8.4.1(e) or 8.5.4; or | ||
(b) | Approval of a class of an Issuer’s Financial Products ceases under Rule 8.4.8, |
ASX Settlement and the Issuer must take such steps as may be necessary to effect the orderly closure of any affected CHESS Subregister, including without limitation: |
(c) | ASX Settlement giving such Notice as is reasonably practicable to the Issuer and each Participant of: |
(i) | the date of closure of the CHESS Subregister; and | ||
(ii) | the last day on which ASX Settlement will process Messages or classes of Messages Transmitted by the Issuer or Participants; |
(d) | the Issuer using its best endeavours to ensure that all outstanding processing that affects CHESS Holdings in that class is completed prior to the date of closure of the CHESS Subregister; | ||
(e) | ASX Settlement, on the date of closure of the CHESS Subregister: |
(i) | removing all Holdings on that Subregister to an Issuer Sponsored Subregister; and | ||
(ii) | giving Notice to the Issuer that the CHESS Subregister has been closed; |
(f) | ASX Settlement sending a Holding statement in accordance with Rule 8.18.6 to each Participant Sponsored Holder of |
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Financial Products on the CHESS Subregister advising that the Holding has been Converted to an Issuer Operated Subregister; and | |||
(g) | on the day of such closure or on any subsequent Business Day ASX Settlement may archive that CHESS Subregister provided that on the archiving day it must notify the Issuer and Participants confirming the archival of that Subregister. |
Introduced 11/03/04 Origin SCH 5.12.1, 5.12.2 |
8.14.2 | Closure of a CHESS Subregister — where Financial Products lapse, expire, mature etc. |
If a class of Approved Financial Products ceases to be quoted because the Financial Products have lapsed, expired, matured or have been redeemed, paid up or Reconstructed, subject to Rules 8.14.3 and 14.21.4, ASX Settlement may archive the CHESS Subregister for that class of Financial Products: |
(a) | in the case of the class of Approved Financial Products being warrants eligible to be traded under the operating rules of an Approved Market Operator not less than 10 Business Days after the date on which the cessation occurred; | ||
(b) | in the case of any other class of Approved Financial Products not less than 20 Business Days after the date on which the cessation occurred; and |
if ASX Settlement archives a CHESS Subregister under this Rule 8.14.2, ASX Settlement must: |
(c) | subject to Rule 8.14.3, reject all Messages Transmitted by the Issuer or Participants that affect a CHESS Holding on that Subregister; and | ||
(d) | notify the Issuer, and each Participant confirming the archival of that Subregister. |
Introduced 11/03/04 Origin SCH 5.13.1, 5.13.2 Amended 10/06/04 |
8.14.3 | Report facilities to be provided by ASX Settlement |
ASX Settlement must provide Report facilities to the Issuer and Participants for a period of not less than 10 Business Days for warrants eligible to be traded under the operating rules of an Approved Market Operator and not less than 20 Business Days in the case of any other class of Approved Financial Products following the cessation of a CHESS Subregister under Rule 8.14.2. | |||
Introduced 11/03/04 Origin SCH 5.13.3 Amended 10/06/04 |
13.1 | APPLICATION OF CDI RULES |
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13.1.1 | Effect of Rules 13.1 to 13.13 |
Rules 13.1 to 13.13 only apply to, and have effect in relation to, CDIs issued in respect of a class of Principal Financial Products. | |||
The Rules, to the extent that they are not inconsistent with Rules 13.1 to 13.13, have full force and effect in relation to CDIs other than as specifically modified by the provisions of these Rules 13.1 to 13.13. | |||
Introduced 11/03/04 Origin SCH 3A.1.1, 3A.1.2 Amended 06/06/05 |
13.2 | PREREQUISITES FOR SETTLEMENT OF INSTRUCTIONS IN PRINCIPAL FINANCIAL PRODUCTS | ||
13.2.1 | Approval of person as Principal Issuer |
A person who has applied for: |
(a) | a class of Principal Financial Products; or | ||
(b) | CDIs issued over a class of Principal Financial Products, |
to be quoted on the market of an Approved Market Operator may apply to ASX Settlement in the form prescribed in the Procedures to: |
(c) | act as Principal Issuer in relation to CDIs issued or to be issued in respect of those Principal Financial Products; and | ||
(d) | to have those CDIs approved. |
Introduced 11/03/04 Origin SCH 3A.2.1 Amended 10/06/04, 06/06/05 |
13.2.2 | Appointment of Depository Nominee and issue of CDIs |
If ASX Settlement determines to accept an application under rule 13.2.1, the Principal Issuer must: |
(a) | appoint a Depository Nominee for the purpose of complying with these Rules; | ||
(b) | give Notice to ASX Settlement of: |
(i) | the identity of the Depository Nominee appointed by the Principal Issuer; and | ||
(ii) | the Transmutation Ratio for the Principal Financial Products; |
(c) | make arrangements satisfactory to ASX Settlement to enable the Principal Issuer to comply with the requirements of Rules 13.4.3 and 13.5; and | ||
(d) | make arrangements satisfactory to ASX Settlement to issue CDIs or make them available in respect of that class of Principal Financial Products to each person who has: |
(i) | an entitlement to those CDIs or Principal Financial Products; and | ||
(ii) | where applicable, not elected to take a document of Title to those Principal Financial Products. |
Introduced 11/03/04 Origin SCH 3A.2.2 Amended 06/06/05 |
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13.2.3 | Vesting arrangements for Principal Financial Products |
If Rule 13.2.2 applies, the Principal Issuer must, either not later than End of Day on the Despatch Date for the new Principal Financial Products, or such other time as ASX Settlement requires: |
(a) | cause the Title to any Principal Financial Products that are to be held in the form of CDIs to be vested in the Depositary Nominee nominated by the Principal Issuer under Rule 13.2.2, in a manner recognised by Australian law and all applicable foreign laws; | ||
(b) | immediately give Notice to ASX Settlement that Title to the Principal Financial Products has vested in the Depositary Nominee; and | ||
(c) | record: |
(i) | the CDIs corresponding to the Principal Financial Products on the CHESS Subregister or the Issuer Sponsored Subregister, as the case requires; and | ||
(ii) | the information required to be recorded under these Rules in such manner as to identify each Holder of the CDIs, whether on the CHESS Subregister or the Issuer Sponsored Subregister. |
Introduced 11/03/04 Origin SCH 3A.2.3 Amended 06/06/05 |
13.2.4 | Effective date of approval — CDIs as Approved Financial Products |
Where ASX Settlement determines to accept an application made under Rule 13.2.1, the Commencement Date for CDIs issued in respect of the class of Principal Financial Products will be the date that ASX Settlement notifies the Principal Issuer that those CDIs are Approved Financial Products, or such other date determined by ASX Settlement. | |||
Introduced 06/06/05 |
13.2.5 | CDIs as Approved Financial Products — transitional provision |
From the date on which this rule 13.2.5 comes into effect, all CDIs issued by a Principal Issuer over a class of previously approved Principal Financial Products will be taken to be Approved Financial Products. | |||
Introduced 06/06/05 |
13.3 | TRANSMUTATION AND ALTERATIONS OF PRINCIPAL FINANCIAL PRODUCTS | ||
13.3.1 | Transmutation of Principal Financial Products to CDIs at Election of Holder |
If a Holder of Financial Products that forms part of a class of Principal Financial Products in respect of which CDIs have been approved gives Notice to the Principal Issuer, at any time after the date of quotation of the Principal Financial Products, requesting the Transmutation of a quantity of those Principal Financial Products to CDIs, the Principal Issuer must, provided the Notice is accompanied by any corresponding documents of Title: |
(a) | as soon as possible, cause Title to the quantity of Principal Financial Products specified in the Notice to be vested in the Depositary Nominee for those Principal Financial Products; | ||
(b) | record: |
(i) | the CDIs corresponding to the Principal Financial Products on the CDI Register; and |
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(ii) | the information required to be recorded under these Rules in such manner as to identify each Holder of the CDIs, on the CDI Register; and |
(c) | give Notice to the Holder that the Transmutation has been effected. |
Introduced 11/03/04 Origin SCH 3A.3.1 Amended 06/06/05 |
13.3.2 | Transmutation of Principal Financial Products to CDIs for Settlement Purposes |
Each Participant that is obliged to deliver a quantity of Principal Financial Products to another Participant must, unless otherwise agreed with that Participant, do so by initiating a Message to Transfer the corresponding quantity of CDIs in respect of those Principal Financial Products. | |||
A Participant must not deliver a paper-based transfer of Principal Financial Products to another Participant unless otherwise agreed with that other Participant. | |||
Introduced 11/03/04 Origin SCH 3A.3.2, 3A.3.3 |
13.3.3 | Participant may initiate a Transmutation on behalf of a person |
A Participant that is authorised by a person to do so, may Transmute Principal Financial Products to CDIs or CDIs to Principal Financial Products on behalf of the person in any circumstance where Transmutation by that person is permitted under these Rules. | |||
Introduced 11/03/04 Origin SCH 3A.3.4 |
13.4 | CONSEQUENCES OF VESTING TITLE IN DEPOSITARY NOMINEE | ||
13.4.1 | Trust for holders of CDIs |
When Title to Principal Financial Products is vested in a Depositary Nominee under these Rules, all right, title and interest in those Principal Financial Products is held by the Depositary Nominee subject to the right of any person identified, in accordance with these Rules, as a Holder of CDIs in respect of those Principal Financial Products to receive all direct economic benefits and any other entitlements in relation to those Principal Financial Products. | |||
Introduced 11/03/04 Origin SCH 3A.4.1 Amended 17/03/08 |
13.4.2 | Identification of CDI Holders |
For the purposes of Rule 13.4.1, a person is (subject to any subsequent disposition) entitled to all direct economic benefits and any other entitlements in relation to Principal Financial Products vested in a Depositary Nominee under these Rules if: |
(a) | in accordance with Rule 13.2.3, the Principal Issuer has recorded the person in the CDI Register as the holder of CDIs for those Principal Financial Products; or | ||
(b) | under Rule 13.3.1, the person is the former Holder of the Principal Financial Products to which the CDIs relate, or that person’s nominee. |
Introduced 11/03/04 Origin SCH 3A.4.2 |
13.4.3 | Immobilisation of Principal Financial Products |
A Depositary Nominee that holds Principal Financial Products under these Rules must: |
(a) |
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(i) | where a Certificate is issued as evidence of Title to those Financial Products, make arrangements satisfactory to ASX Settlement for any Certificate representing its holding of Principal Financial Products to be held by the Principal Issuer for safekeeping; or | ||
(ii) | where the Financial Products are held on account in an Approved Clearing House, ensure that a Segregated Account is maintained in respect of those Financial Products, which must constitute the Principal Register for the purposes of these Rules; |
(b) | not dispose of any of those Principal Financial Products unless authorised by these Rules; and | ||
(c) | not create any interest (including a security interest) which is inconsistent with the Title of the Depositary Nominee to the Principal Financial Products and the interests of the Holders of CDIs in respect of the Principal Financial Products unless authorised by these Rules. |
Introduced 11/03/04 Origin SCH 3A.4.3 |
13.5 | REGISTERS AND PROCESSING OF TRANSFERS AND TRANSMUTATIONS | ||
13.5.1 | Issuer to establish and maintain Principal Register and CDI Register |
If CDIs in respect of a class of Principal Financial Products are approved, the Principal Issuer must establish and maintain: |
(a) | a Principal Register in Australia which contains all of the information that would otherwise be required to be kept by the Principal Issuer if it maintained an Australian branch register for those Financial Products; and | ||
(b) | a CDI Register in Australia that contains all of the information that would otherwise be required to be kept under the Corporations Act as if the Principal Issuer were an Australian listed public company and the CDIs were Financial Products of that company. |
Introduced 11/03/04 Origin SCH 3A.5.1, 3A.5.2 Amended 06/06/05 |
13.5.2 | Reconciliation of Registers |
The Principal Issuer must ensure, at all times that: |
(a) | the total number of CDIs on the CDI Register reconciles to the total number of Principal Financial Products registered in the name of the Depositary Nominee on the Principal Register; and | ||
(b) | where applicable, it has one or more Certificates registered in the name of the Depositary Nominee in its possession which represent the same number of Principal Financial Products as are registered in the name of the Depositary Nominee on the Principal Register. |
Introduced 11/03/04 Origin SCH 3A.5.3 Amended 06/06/05 |
13.5.3 | Right of Inspection of Principal Register and CDI Register |
If: |
(a) | a Principal Register; or | ||
(b) | a CDI Register, |
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is required to be established and maintained by a Principal Issuer under Rule 13.5.1, the Principal Issuer must make that Principal Register or that CDI Register, as the case requires, available for inspection to the same extent and in the same manner as if that register were a register of Financial Products of an Australian listed public company. | |||
This Rule 13.5.3 does not apply in respect of a class of Principal Financial Products issued by a DI Issuer to the extent that the Principal Register need not be available for inspection where that Principal Register is located in a foreign jurisdiction. | |||
Introduced 11/03/04 Origin SCH 3A.5.4A |
If CDIs in respect of a class of Principal Financial Products are approved, the Principal Issuer must establish and maintain: |
(a) | an Issuer Sponsored Subregister; and | ||
(b) | a CHESS Subregister, |
of CDIs in respect of the Principal Financial Products as if the CDIs were Financial Products of an Australian Issuer, issued wholly in uncertificated form. | |||
Introduced 11/03/04 Origin SCH 3A.5.5 Amended 06/06/05 |
Introduced 11/03/04 Origin SCH 3A.5.6 Deleted 06/06/05 |
If a Principal Issuer employs or retains a Third Party Provider to establish and maintain a Principal Register or a CDI Register in respect of a class of its Principal Financial Products, then for the purposes of these Rules, the Third Party Provider is taken to perform those services as the agent of the Principal Issuer. | |||
Introduced 11/03/04 Origin SCH 3A.5.7 Amended 06/06/05 |
Notwithstanding Rule 13.5.2, if a Depositary Nominee employs or retains a Third Party Provider to administer the Principal Register, which is not the same Third Party Provider as that retained by the Principal Issuer to establish and maintain a CDI Register under Rule 13.5.6, then the Depositary Nominee must ensure that its Third Party Provider provides such information to the Principal Issuer at such times as the Principal Issuer requires for performance of its obligations under Rules 13.1 to 13.13. | |||
Introduced 11/03/04 Origin SCH 3A.5.8 |
The Depositary Nominee appoints the Principal Issuer to be the Depositary Nominee’s attorney and in the name of the Depositary Nominee (or in the name of the Principal Issuer or its delegate) and on the Depositary Nominee’s behalf: |
(a) | to execute any transfer for the purposes of Rule 13.3; and | ||
(b) | to do all things necessary or desirable to give full effect to the rights and obligations of the Depositary Nominee in Rules 13.1 to 13.13; |
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and the Depositary Nominee undertakes to ratify and confirm anything done under this power of attorney by the Principal Issuer. | |||
Introduced 11/03/04 Origin SCH 3A.5.9 |
The Principal Issuer may in writing: |
(a) | delegate its powers to any person for any period; | ||
(b) | at its discretion, revoke any such delegation; and | ||
(c) | exercise or concur in exercising any power despite the Principal Issuer or a delegate of the Principal Issuer having a direct or personal interest in the mode or result of the exercise of that power. |
Introduced 11/03/04 Origin SCH 3A.5.9A |
If a Principal Issuer or its Third Party Provider executes a transfer of Principal Financial Products on behalf of a Depositary Nominee as transferor or transferee, other than a Transfer which is supported by a Message initiated by a Participant under these Rules, the Principal Issuer warrants to ASX Settlement that it indemnifies: |
(a) | the Depositary Nominee; | ||
(b) | ASX Settlement; | ||
(c) | the transferor or the beneficial owner of the Principal Financial Products, as the case requires; and | ||
(d) | each Participant, |
against all losses, damages, costs and expenses that they or any of them may suffer or incur as a result of the transfer not being authorised by the transferor or by the beneficial owner of the Principal Financial Products. | |||
Introduced 11/03/04 Origin SCH 3A.5.10 |
ASX Settlement holds the benefit of any warranties and indemnities given to it by the Principal Issuer under Rules 13.1 to 13.13 in trust for the benefit of the Depositary Nominee. | |||
Introduced 11/03/04 Origin SCH 3A.5.10A |
Unless otherwise permitted under these Rules or the Listing Rules, a Principal Issuer or a Depositary Nominee must not refuse or fail to register, or give effect to, or otherwise interfere with the processing and registration of: |
(a) | a paper-based transfer of Principal Financial Products; | ||
(b) | a Transfer of CDIs; | ||
(c) | a Transmutation of Principal Financial Products to CDIs; |
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(d) | a Transmutation of CDIs to Principal Financial Products; | ||
(e) | a shunt from a DI Register to a Principal Register; or | ||
(f) | a shunt from a Principal Register to a DI Register. |
Introduced 11/03/04 Origin SCH 3A.5.11, 3A.5.12 Amended 06/06/05 |
For the purposes of all relevant Australian and foreign laws, neither ASX Settlement nor any Depositary Nominee is affected by actual, implied or constructive notice of any interest in CDIs other than the Holdings on the CDI Register. | |||
A Depositary Nominee may deal with the registered Holder of CDIs as if, for all purposes, the Holder of CDIs is the absolute beneficial owner of the Principal Financial Products to which the CDIs relate, without any liability whatsoever to any other person who asserts an interest in the CDIs or in the Principal Financial Products to which the CDIs relate. | |||
Introduced 11/03/04 Origin SCH 3A.5.13, 3A.5.14 |
If approval of CDIs in respect of a class of Principal Financial Products is revoked by ASX Settlement, the Depositary Nominee may, by resolution of its board of directors, revoke the trust under which it holds the Principal Financial Products on a date specified in the resolution. The Depositary Nominee must notify the affected Holders of CDIs of the revocation in accordance with the Procedures. |
From the date of revocation specified in the resolution: |
(a) | the Depositary Nominee holds the Principal Financial Products and any other relevant property on trust for distribution to each Holder of CDIs and otherwise on the same terms as far as practicable as it held the Principal Financial Products and other relevant property before such revocation of trust; | ||
(b) | the Depositary Nominee may, in its absolute discretion, continue to hold on trust the Principal Financial Products and any other relevant property for any period determined by the Depositary Nominee instead of distributing that property to the Holder of CDIs and, in doing so, the Depositary Nominee will not be liable for any loss, cost, damage or expense suffered by the Holder of CDIs (except where such loss, cost, damage or expense is directly caused by the Depositary Nominee’s actual fraud or dishonesty); and | ||
(c) | the Depositary Nominee may appoint a custodian or agent (including the Principal Issuer) for the purpose of holding Principal Financial Products and any other relevant property (including, without limitation, net proceeds referred to in Rule 13.5A.2(c)) or performing any of its duties relating to the distribution or holding of property or for any other purpose for which a trustee may appoint an agent. |
Introduced 17/03/08 |
If a Depositary Nominee revokes the trust under which it holds a class of Principal Financial Products in accordance with Rule 13.5A.1: |
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(a) | the Depositary Nominee may, in its absolute discretion, notify the affected Holders of CDIs in accordance with the Procedures of a procedure by which the Principal Financial Products and any other relevant property will be distributed to Holders; | ||
(b) | subject to any law or rule of any financial market where the Principal Financial Products are listed or quoted, the Principal Issuer must use all reasonable endeavours to assist the Depositary Nominee to distribute the Principal Financial Products and any other relevant property to Holders of CDIs in accordance with the procedure notified by the Depositary Nominee; and | ||
(c) | if the Depositary Nominee, after taking any steps specified in the Procedures, has been unable to distribute the Principal Financial Products and any other relevant property to a Holder of CDIs, then the Depositary Nominee may sell the Principal Financial Products and any other relevant property and hold the net proceeds on trust for distribution to the Holder of CDIs and may, after any period specified by law for holding unclaimed moneys, remit those monies to a regulatory authority in accordance with relevant law. |
Introduced 17/03/08 |
In exercising the power of sale in Rule 13.5A.2, the Depositary Nominee may do any of the following: |
(a) | sell, dispose of, transfer or otherwise deal with the Principal Financial Products and any other relevant property to any person including without limitation to an associate of any of the Principal Issuer, the Holder of CDIs or the Depositary Nominee; | ||
(b) | effect any sale by a single contract or in separate lots or parcels or in any other manner that the Depositary Nominee may in its absolute discretion think fit, with power to the Depositary Nominee to apportion the sale price and all costs, expenses, purchase money and fees between the Principal Financial Products so dealt with, provided the apportionment is fair and equitable; | ||
(c) | subject to any contrary rule of law or equity, allow a purchaser of the Principal Financial Products any time for payment of the whole or any part of the purchase money either with interest at any rate or without interest and either upon the security of the property sold or any part or upon any other security or without any security and the conditions of sale may include such special conditions as the Depositary Nominee may in its absolute discretion think fit; | ||
(d) | receive and retain the proceeds of any sale and issue receipts in respect of such proceeds; or | ||
(e) | sign deeds of sale with respect to the sale of any Principal Financial Product and any other relevant property, and execute any other documents as may be required to transfer the rights of such Principal Financial Products or any other relevant property. |
Introduced 17/03/08 |
If a Depositary Nominee exercises the power of sale in accordance with this Rule 13.5A, the exercise of that power does not involve on the part of the Depositary Nominee: |
(a) | incurring any personal liability in connection with that exercise or its consequences unless it is committed, made or omitted in bad faith or as a result of negligence or wilful default; and |
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(b) | any breach of duty or trust whatsoever, unless it is committed, made omitted in bad faith or as a result of negligence or wilful default. |
Introduced 17/03/08 |
If the Depositary Nominee appoints a custodian or agent in accordance with this Rule 13.5A, the following will apply to such appointment: |
(a) | the Depositary Nominee may in its absolute discretion appoint one or more persons whom the Depositary Nominee determines to be properly qualified to act as the custodian or agent in respect of the Principal Financial Products and any other relevant property (including, without limitation, net proceeds referred to in Rule 13.5A.2(c)) (“Relevant Property”); | ||
(b) | the Depositary Nominee and the custodian or agent must execute a written agreement setting out the terms and conditions in relation to the appointment of the custodian or agent which provides among other things: |
(i) | that the appointment of the custodian or agent will be subject to such conditions as the Depositary Nominee may from time to time determine, and the Depositary Nominee may delegate to and confer upon the appointed custodian or agent any authorities, powers and discretions as the Depositary Nominee sees fit; | ||
(ii) | a representation from the custodian or agent to the Depositary Nominee that it has the skill, facilities, capacity and staff to carry out the duties of a custodian or agent; | ||
(iii) | a representation that the custodian or agent agrees to follow any proper instructions or communications from the Depositary Nominee or any relevant regulatory authority in relation to the transfer, disposal or remittance of the Relevant Property; | ||
(iv) | for such other matters that by law are required to be specified in the written agreement between the Depositary Nominee and the custodian or agent; |
(c) | any consideration or fees applying to the provision of custodian or agency services under this Rule 13.5A will be deducted from the Relevant Property by the custodian or agent (or as otherwise determined in accordance with the relevant custody or agency agreement referred to in this Rule 13.5A); and | ||
(d) | where the Depositary Nominee appoints a custodian or agent in accordance with this clause 13.5A, the exercise of that power does not involve on the part of the Depositary Nominee: |
(i) | incurring any personal liability in connection with that exercise or its consequences unless it is committed, made or omitted in bad faith or as a result of negligence or wilful default; and | ||
(ii) | any breach of duty or trust whatsoever unless it is committed, made or omitted in bad faith or as a result of negligence or willful default. |
Introduced 17/03/08 |
The purpose of the following Rules is to ensure that, to the extent permitted by the laws of the Principal Issuer’s jurisdiction of incorporation, the benefit of all Corporate Actions of a |
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Principal Issuer will enure to the benefit of the relevant Holders of CDIs as if they were Holders of the corresponding Principal Financial Products, where Principal Financial Products are held by a Depositary Nominee under these Rules. | |||
Introduced 11/03/04 Origin SCH 3A.6.1 Amended 06/06/05, 17/03/08 |
If CDIs in respect of a class of Principal Financial Products are approved under Rule 13.2, the Principal Issuer must distribute any dividend declared in respect of the corresponding Principal Financial Products to Holders of CDIs based on relevant Cum Entitlement Balances as at End of Day on the Record Date for the dividend in proportions as determined by the Transmutation Ratio. | |||
Introduced 11/03/04 Origin SCH 3A.6.2 Amended 06/06/05 |
For the purposes of: |
(a) | the Principal Issuer’s constitution; and | ||
(b) | all laws governing the entitlement to dividends of a Depositary Nominee of the Principal Issuer, |
the Depositary Nominee is taken to have directed the Principal Issuer to distribute any dividend, that would otherwise be payable to it under the Principal Issuer’s constitution, in accordance with these Rules. | |||
Introduced 11/03/04 Origin SCH 3A.6.3 |
A Depositary Nominee for a Principal Issuer acknowledges that distribution of a dividend in accordance with these Rules discharges the Principal Issuer’s obligation to pay the dividend to the Depositary Nominee. |
Introduced 11/03/04 Origin SCH 3A.6.4 |
Rules 13.6.2, 13.6.3 and 13.6.4 apply in respect of a DI as if a reference to “dividend” is a reference to any distribution or payment, whether principal, premium or interest, as defined in the offering memorandum in respect of the Principal Financial Products. |
Introduced 11/03/04 Origin SCH 3A.6.4A |
Where a DI Issuer makes a payment pursuant to Rule 13.6.2, that payment must be made to all Holders of DIs as soon as reasonably practicable. |
Introduced 11/03/04 Origin SCH 3A.6.4B Amended 04/04/05 |
(a) | Subject to paragraph (d), if CDIs in respect of a class of Principal Financial Products are approved under Rule 13.2, the Principal Issuer must administer all Corporate Actions that result in: |
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(i) | the issue of additional or replacement Financial Products in respect of the Principal Financial Products; or | ||
(ii) | the cancellation, buy back or other reduction in number by whatever means of the Principal Financial Products (whether in whole or part), |
as if each Holder of CDIs with respect to the Depositary Nominee’s Holding is a Holder of a corresponding number of Principal Financial Products, so that the Holding of each Holder of CDIs is adjusted as a result of the Corporate Action (whether by issuing additional or replacement CDIs to Holders of CDIs, or by cancelling or otherwise reducing the number of CDIs in the existing Holdings of Holders of CDIs, as the case may be) based on relevant Cum Entitlement Balances as at End of Day on the Record Date for the Corporate Action on the same terms as would otherwise have applied if the Holders of CDIs were Holders of the Principal Financial Products. |
(b) | If the benefits conferred in the Corporate Action are additional or replacement Financial Products as described in paragraph (a)(i), the Principal Issuer must ensure that those Financial Products are vested in the Depositary Nominee as Holder of the Principal Financial Products and the benefits are distributed to Holders of CDIs in the form of CDIs corresponding to those Principal Financial Products. | ||
(c) | The Principal Issuer must ensure that the benefit of Corporate Actions is conferred on Holders of CDIs in proportions determined by the Transmutation Ratio. | ||
(d) | If: |
(i) | the laws of the Principal Issuer’s jurisdiction of incorporation do not permit the Principal Issuer to administer a Corporate Action as if each Holder of CDIs with respect to the Depositary Nominee’s Holding is the Holder of a corresponding number of Principal Financial Products in the manner described in paragraph (a); and | ||
(ii) | the Principal Issuer has: |
(A) | so notified ASX Settlement in writing; | ||
(B) | given ASX Settlement: |
a. | written details of an alternative proposal (“Alternative Proposal”) under which the number of Principal Financial Products held by the Depositary Nominee (when adjusted in accordance with the Alternative Proposal), combined with any other benefits (if any) to be conferred on the Depositary Nominee pursuant to the Alternative Proposal (such as cash), will result in each CDI Holder being placed as nearly as practicable in the same economic position as a result of the Corporate Action as if the Principal Issuer had administered the Corporate Action in the manner described in paragraph (a); or | ||
b. | if the laws of the Principal Issuer’s jurisdiction of incorporation require the Corporate Action, so far as it concerns the Depositary Nominee and the Holders of CDIs with respect to the Depositary Nominee’s Holding, to be administered having regard only to the Depositary Nominee’s holding of Principal Financial Products at that time, to the exclusion of all other considerations, and such laws do not admit of any alternative proposal under which the |
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interests of Holders of CDIs with respect to the Depositary Nominee’s Holding may be taken into account (including, without limitation, by the payment of cash consideration in lieu of any additional CDIs to which the Holders of CDIs would have been entitled if the Principal Issuer had administered the Corporate Action in the manner described in paragraph (a)), a statement to that effect (“Statement”); |
(C) | provided an undertaking to ASX Settlement that it has disclosed the details of the Corporate Action (including details of any Alternative Proposal or Statement, as applicable) to Holders of CDIs in accordance with all applicable laws; and | ||
(D) | provided to ASX Settlement any additional information or documents which ASX Settlement requests for the purpose of evaluating the Corporate Action (as it affects CDI Holders) and the Alternative Proposal or Statement (as applicable) including, without limitation, a legal opinion satisfactory to ASX Settlement confirming the matters referred to in paragraph (d)(i) and such other matters related to the Corporate Action and the Alternative Proposal or Statement (as applicable) as ASX Settlement in its discretion may nominate; and |
(iii) | ASX Settlement has confirmed in writing its acceptance of the Alternative Proposal or Statement (as applicable), |
the Principal Issuer must ensure that: |
(iv) | the Corporate Action is administered in accordance with the Alternative Proposal or Statement (as applicable); and | ||
(v) | the Holding of each Holder of CDIs is adjusted as a result of the Corporate Action accordingly. |
For the purpose of evaluating the Corporate Action (as it affects CDI Holders) and the Alternative Proposal or Statement (as applicable), and in confirming its acceptance of the Alternative Proposal or Statement (as applicable), ASX Settlement relies and is entitled to rely on all information, opinions and other documents provided to it by the Principal Issuer. By confirming its acceptance of the Alternative Proposal or Statement (as applicable), ASX Settlement does not and shall not be taken for any purpose to: |
(vi) | endorse, promote or otherwise support the Alternative Proposal or Statement; | ||
(vii) | express any view about the merits or the correctness of the legal and factual basis of the Alternative Proposal or Statement or any other matter connected with them; or | ||
(viii) | accept any liability in connection with the Corporate Action, Alternative Proposal or Statement. |
For the purposes of this Rule 13.6.7, “Corporate Action” includes (but is not limited to) bonus issues, rights issues, mergers and reconstructions (including any action taken by a Principal Issuer to reduce (or that will have the effect of reducing) the number of Principal Financial Products held by a Depositary Nominee). |
Introduced 11/03/04 Origin SCH 3A.6.6 Amended 06/06/05, 17/03/08 |
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If CDIs in respect of a class of Principal Financial Products are approved under Rule 13.2, the Principal Issuer must, in relation to any dividend investment scheme or bonus share plan in respect of those Principal Financial Products: |
(a) | make available to Holders of CDIs, based on relevant Cum Entitlement Balances as at End of Day on the Record Date for determining entitlements, all benefits and entitlements arising under the dividend reinvestment scheme or bonus share plan, as the case requires; | ||
(b) | distribute all benefits and entitlements arising under the dividend reinvestment scheme or bonus share plan, as the case requires, to Holders of CDIs in proportions determined by the Transmutation Ratio; | ||
(c) | ensure that any right under such a plan to elect to receive financial products rather than cash is exercised by Holders of CDIs rather than the Depositary Nominee; and | ||
(d) | if a Holder of CDIs elects to receive financial products, issue Principal Financial Products to the Depositary Nominee and distribute corresponding CDIs to the Holder of CDIs. |
Introduced 11/03/04 Origin SCH 3A.6.6 Amended 06/06/05 |
If CDIs in respect of a class of Principal Financial Products are approved under Rule 13.2, the Depositary Nominee must exercise any rights vested in it as the Holder of the Principal Financial Products under any law (including any right to institute legal proceedings as a holder of Financial Products), in accordance with: |
(a) | any direction given by a Holder of CDIs; or | ||
(b) | any direction of Holders of CDIs given by ordinary resolution at a meeting of Holders of CDIs. |
Introduced 11/03/04 Origin SCH 3A.6.7 Amended 06/06/05 |
(a) | Subject to paragraph (b), if a Corporate Action would give Holders of CDIs a fractional entitlement to additional or replacement Principal Financial Products (if they held Principal Financial Products directly), the Principal Issuer must ensure that: |
(i) | the number of additional or replacement Principal Financial Products issued to the Depositary Nominee is calculated as if each Holder of CDIs with respect to the Depositary Nominee’s Holding is a Holder of a corresponding number of Principal Financial Products; and | ||
(ii) | Holders of CDIs receive additional or replacement CDIs reflecting the entitlements so calculated. |
(b) | If: |
(i)the laws of the Principal Issuer’s jurisdiction of incorporation do not permit the Principal Issuer to calculate the number of additional or replacement Principal Financial Products issued to the Depositary Nominee in the manner described in paragraph (a)(i) and to ensure that Holders of CDIs receive additional or replacement CDIs reflecting the entitlements so calculated; and |
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(ii) | the Principal Issuer has: |
(A) | so notified ASX Settlement in writing; | ||
(B) | given ASX Settlement: |
a. | written details of an alternative proposal (“Alternative Proposal”) under which the number of additional or replacement Principal Financial Products issued to the Depositary Nominee, combined with any other benefits (if any) to be conferred on the Depositary Nominee pursuant to the Alternative Proposal (such as cash), will result in each CDI Holder receiving as nearly as practicable the same economic benefit as a result of the Corporate Action as if the number of additional or replacement Principal Financial Products issued to the Depositary Nominee had been calculated in the manner described in paragraph (a)(i) and the Principal Issuer had ensured that Holders of CDIs received additional or replacement CDIs reflecting the entitlements so calculated; or | ||
b. | if the laws of the Principal Issuer’s jurisdiction of incorporation require the number of additional or replacement Principal Financial Products issued to the Depositary Nominee to be calculated having regard only to the Depositary Nominee’s holding of Principal Financial Products at that time, to the exclusion of all other considerations, and such laws do not admit of any alternative proposal under which the interests of Holders of CDIs with respect to the Depositary Nominee’s Holding may be taken into account (including, without limitation, by the payment of cash consideration in lieu of such additional or replacement CDIs as the Holders of CDIs would have received if the number of additional or replacement Principal Financial Products issued to the Depositary Nominee had been calculated in the manner described in paragraph (a)(i)), a statement to that effect (“Statement”); |
(C) | provided an undertaking to ASX Settlement that it has disclosed the details of the Corporate Action (including details of any Alternative Proposal or Statement, as applicable) to Holders of CDIs in accordance with all applicable laws; and | ||
(D) | provided to ASX Settlement any additional information or documents which ASX Settlement requests for the purpose of evaluating the Corporate Action (as it affects CDI Holders) and the Alternative Proposal or Statement (as applicable) including, without limitation, a legal opinion satisfactory to ASX Settlement confirming the matters referred to in paragraph (b)(i) and such other matters related to the Corporate Action and the Alternative Proposal or Statement (as applicable) as ASX Settlement in its discretion may nominate; and |
(iii) | ASX Settlement has confirmed in writing its acceptance of the Alternative Proposal or Statement (as applicable), |
the Principal Issuer must ensure that: |
(iv) | the number of additional or replacement Principal Financial Products issued to the Depositary Nominee is calculated in accordance with the Alternative Proposal or Statement (as applicable); and |
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(v) | Holders of CDIs receive additional or replacement CDIs reflecting the entitlements so calculated. |
For the purpose of evaluating the Corporate Action (as it affects CDI Holders) and the Alternative Proposal or Statement (as applicable), and in confirming its acceptance of the Alternative Proposal or Statement (as applicable), ASX Settlement relies and is entitled to rely on all information, opinions and other documents provided to it by the Principal Issuer. By confirming its acceptance of the Alternative Proposal or Statement (as applicable), ASX Settlement does not and shall not be taken for any purpose to: |
(vi) | endorse, promote or otherwise support the Alternative Proposal or Statement; | ||
(vii) | express any view about the merits or the correctness of the legal and factual basis of the Alternative Proposal or Statement or any other matter connected with them; or | ||
(viii) | accept any liability in connection with the Corporate Action, Alternative Proposal or Statement or any other matter connected with them; or | ||
(viii) | accept any liability in connection with the corporate Action, Alternative Proposal or Statement. |
For the purposes of this Rule 13.6.10, “Corporate Action” includes (but is not limited to) bonus issues, rights issues, mergers and reconstructions (including any action taken by a Principal Issuer to reduce (or that will have the effect of reducing) the number of Principal Financial Products held by a Depositary Nominee). | |||
Introduced 11/03/04 Origin SCH 3A.6.8 Amended 06/06/05, 17/03/08 |
If: |
(a) | the Depositary Nominee receives Principal Financial Products in connection with a Corporate Action; and | ||
(b) | following receipt of the Principal Financial Products, the Depositary Nominee’s Holding of Principal Financial Products exceeds the aggregate of each CDI Holder’s entitlement to a whole number of Principal Financial Products, |
the Depositary Nominee must sell such surplus Principal Financial Products and distribute the proceeds of sale (less transaction costs) to Holders of CDIs in proportion to their respective Holdings. | |||
Introduced 17/03/08 |
A Depositary Nominee for a Principal Issuer: |
(a) | is taken to have directed the Principal Issuer to administer all Corporate Actions of the Principal Issuer in the manner provided in these Rules; and | ||
(b) | acknowledges that compliance with these Rules discharges the Principal Issuer’s obligation to make the benefit of a Corporate Action available to the Depositary Nominee. |
Introduced 11/03/04 Origin SCH 3A.6.9, 3A.6.10 |
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Where, during an ex-period for a Corporate Action, Principal Financial Products under Rules 13.1 to 13.13 are Transmuted in order to give effect to a transfer of those Principal Financial Products, the transmutation of those Principal Financial Products must be effected together with any associated Entitlement. | |||
Introduced 11/03/04 Origin SCH 3A.6.11 Amended 06/06/05 |
If CDIs in respect of a class of Principal Financial Products are approved and: |
(a) | in accordance with the Listing Rules, a Holder of less than a specified number of Principal Financial Products can be subject to divestment or sale of those Principal Financial Products by the Principal Issuer; and | ||
(b) | a Holder of CDIs would be subject to divestment or sale if it held the corresponding number of Principal Financial Products directly, |
the Principal Issuer may give a Notice of Divestment in accordance with Rule 5.12.2 to the Holder of CDIs. The Principal Issuer must also give a Holder of CDIs the benefit of any notice and consent procedure that may be contained in the constitution of the Principal Issuer, the Listing Rules and the rules of any financial market on which the Principal Financial Products are listed or quoted to which the Holder of CDIs would be entitled if it held the Principal Financial Products directly. | |||
Introduced 17/03/08 |
If the Depositary Nominee is reasonably satisfied that the Principal Issuer has complied with its obligations under Rule 13.6.13, the Depositary Nominee is authorised to consent to the sale or divestment of the number of Principal Financial Products which correspond to the Holder’s CDIs. | |||
Introduced 17/03/08 |
The Principal Issuer must distribute to the Holder of CDIs any proceeds of a sale made pursuant to a notice given under Rule 13.6.13 (net of transaction costs). If the Principal Issuer is required under the laws of its jurisdiction of incorporation to distribute the net proceeds to the Depositary Nominee in its capacity as the Holder of the Principal Financial Products, the Depositary Nominee shall be taken to have directed the Principal Issuer to distribute the net proceeds to the Holder of CDIs. Upon distribution of the net proceeds to the Holder of CDIs, the Principal Issuer must cancel the Holder’s CDIs corresponding to the Principal Financial Products which have been sold. | |||
Introduced 17/03/08 |
By giving a Notice of Divestment, a Principal Issuer indemnifies the Depositary Nominee and ASX Settlement against any loss, cost, damage, expense or liability which they may suffer or incur as a result of any sale or divestment of Principal Financial Products and the cancellation of CDIs under this Rule. | |||
Introduced 17/03/08 |
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If a takeover offer in respect of Principal Financial Products is received by a Depositary Nominee, the Depositary Nominee must not accept the offer except to the extent that acceptance is authorised by Holders of CDIs with respect to the Principal Financial Products under these Rules. | |||
Introduced 11/03/04 Origin SCH 3A.7.1 Amended 06/06/05 |
If: |
(a) | Principal Financial Products are held by a Depositary Nominee; and | ||
(b) | the corresponding CDIs are held on a CHESS Subregister, |
then the provisions of the Rules governing the processing of takeover acceptances of Financial Products held on a CHESS Subregister apply as if the CDIs were Financial Products of a listed public company and the Depositary Nominee must accept a takeover offer with respect to Principal Financial Products which it holds if and to the extent to which acceptances are received and processed pursuant to the Rules. | |||
Introduced 11/03/04 Origin SCH 3A.7.2 Amended 06/06/05 |
If: |
(a) | Principal Financial Products are held by a Depositary Nominee; and | ||
(b) | corresponding CDIs are held on the Issuer Sponsored Subregister, |
then the Depositary Nominee must: |
(c) | as soon as possible after the date of receipt of the takeover offer from the offeror, despatch to each Holder of CDIs registered on the CDI Register at the date of the offer, copies of the offer documentation, together with any other documents despatched to target holders of the Principal Financial Products; and | ||
(d) | ensure that the offer documentation despatched to Holders of CDIs includes a Notice in a form acceptable to ASX Settlement in accordance with the Procedures. |
Introduced 11/03/04 Origin SCH 3A.7.3 Amended 06/06/05 |
Where the provisions of Rule 13.7.3 apply, the Depositary Nominee must ensure that: |
(a) | the offeror receives and processes acceptances from Holders of CDIs or appoints a receiving agent in Australia to receive and process acceptances with respect to Holders of CDIs on the Issuer Sponsored Subregister; and | ||
(b) | either the offeror or the offeror’s receiving agent provides the Depositary Nominee with a clear statement of the number of Principal Financial Products held by the Depositary Nominee with respect to which acceptances of Holders of CDIs have been received, in |
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sufficient time to enable the Depositary Nominee to lodge a valid acceptance of the offer with the offeror as holder of the Principal Financial Products. |
Introduced 11/03/04 Origin SCH 3A.7.4 |
The Depositary Nominee has no liability to: |
(a) | the Principal Issuer; | ||
(b) | Holders of Principal Financial Products; | ||
(c) | Holders of CDIs; | ||
(d) | any person claiming an interest in Principal Financial Products or CDIs; or | ||
(e) | the takeover offeror, |
with respect to lodging or not lodging takeover acceptances for the whole or any part of its Holding of Principal Financial Products unless it: |
(f) | acts contrary to a statement of a receiving agent given under Rule 13.7.4(b) or contrary to the information supplied to it by ASX Settlement regarding takeover acceptances with respect to Holdings on the CHESS Subregister for the CDIs; | ||
(g) | acts negligently or in breach of these Rules; or | ||
(h) | negligently fails to lodge the acceptance or acceptances before the close of the offer period. |
Introduced 11/03/04 Origin SCH 3A.7.5 Amended 06/06/05 |
For the purposes of Rule 13.8, “constitution of a Principal Issuer” means: |
(a) | in respect of a share, constitution as defined in the Corporations Act; or | ||
(b) | in respect of a Financial Product other than a share, the document which creates the right for a holder of Financial Products to attend and vote at meetings of holders of Financial Products of that class and to appoint proxies in respect of that voting. |
Introduced 11/03/04 Origin SCH 3A.1.3 |
If a meeting is convened of Holders of a class of Principal Financial Products vested in a Depositary Nominee for a Principal Issuer, the Principal Issuer must give a Notice of the meeting to each Holder of CDIs at the same time as Notice of the meeting is sent to Holders of the Principal Financial Products. | |||
For the purposes of this Rule 13.8.2, a Principal Issuer may give a Notice of the meeting to a Holder of CDIs in any manner provided for in the Corporations Act. | |||
Note: this Rule 13.8.2 is intended to cover the means by which a notice of meeting may be given under section 249J of the Corporations Act. |
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Introduced 11/03/04 Origin SCH 3A.8.1 Amended 18/12/06 |
Subject to Rule 13.8.8, the Depositary Nominee must appoint two proxies even if under the constitution of the Principal Issuer, a Depositary Nominee has a right to: |
(a) | appoint more than one proxy for the purpose of voting at a meeting of the Principal Issuer; and | ||
(b) | cast different proxy votes for different parts of the Holding. |
Introduced 11/03/04 Origin SCH 3A.8.2 |
One of the two proxies so appointed in accordance with Rule 13.8.3 must indicate the number of Principal Financial Products in favour of the resolution described in the proxy, and the second proxy must indicate the number of Principal Financial Products against the resolution described in the proxy. | |||
Introduced 11/03/04 Origin SCH 3A.8.3 Amended 06/06/05 |
The manner in which the number of Principal Financial Products is determined for each proxy is by: |
(a) | taking the number of CDIs in favour of the resolution; | ||
(b) | taking the number of CDIs against the resolution; | ||
(c) | applying the transmutation ratio to those CDIs; and | ||
(d) | entering the resultant number of Principal Financial Products on the appropriate proxy. |
Introduced 11/03/04 Origin SCH 3A.8.4 Amended 06/06/05 |
If under the constitution of the Principal Issuer, a Depositary Nominee can only appoint a single proxy, the Depositary Nominee must: |
(a) | take the number of CDIs in favour of the resolution; | ||
(b) | take the number of CDIs against the resolution; | ||
(c) | determine the net voting position either in favour of or against the resolution; | ||
(d) | apply the transmutation ratio to those CDIs; and | ||
(e) | accordingly enter the resultant number of Principal Financial Products on the proxy. |
Introduced 11/03/04 Origin SCH 3A.8.5 Amended 06/060/05 |
Where the appointed proxy or proxies are required to vote on multiple resolutions, the Depositary Nominee must instruct the proxy or proxies to vote in such manner as will in the |
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reasonable opinion of the Depositary Nominee best represent the wishes of the majority of Holders of CDIs. |
Introduced 11/03/04 Origin SCH 3A.8.5A |
The Depositary Nominee must appoint a Holder of CDIs or a person nominated by a Holder of CDIs as its proxy for the purpose of attending and voting at a meeting of the Principal Issuer where: |
(a) | the constitution of the Principal Issuer allows the Depositary Nominee to appoint Holders of CDIs or a person nominated by a Holder of CDIs as its proxy; and | ||
(b) | the Holder of CDIs has informed the Principal Issuer that the Holder wishes to nominate another person to be appointed as the Depositary Nominee’s proxy. |
Introduced 11/03/04 Origin SCH 3A.8.1 |
The Principal Issuer must: |
(a) | include with the Notice of meeting given under Rule 13.8.2 a Notice in a form acceptable to ASX Settlement in accordance with the Procedures; and | ||
(b) | make appropriate arrangements to: |
(i) | collect and process any directions by Holders of CDIs; | ||
(ii) | provide the Depositary Nominee with a report in writing that clearly shows how the Depositary Nominee must exercise its right to vote by proxy at the meeting, in sufficient time to enable the Depositary Nominee to lodge a proxy for the meeting; and | ||
(iii) | where a Holder of CDIs, or a person nominated by a Holder of CDIs, is to be appointed the Depositary Nominee’s proxy in accordance with Rule 13.8.8, collect and process all relevant proxy forms in sufficient time to enable the Depositary Nominee to lodge a proxy or proxies for the meeting. |
Introduced 11/03/04 Origin SCH 3A.8.6 Amended 18/12/06 |
To the extent that it is able to do so, the Depositary Nominee must make or join in any demand for a poll in respect of any matter at a meeting of the Principal Issuer in accordance with any report in writing supplied by the Principal Issuer under Rule 13.8.9(b)(ii). | |||
Introduced 11/03/04 Origin SCH 3A.8.7 |
If it is necessary or appropriate for a meeting of Holders of CDIs to be convened for any purpose, including a purpose specified in these Rules: |
(a) | the meeting may be convened by the directors of the Principal Issuer to which the CDIs relate, or in any other manner in which a meeting of holders of Financial Products of the Principal Issuer may be convened under the law of the place of formation of the Principal Issuer; |
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(b) | the rights of Holders of CDIs to appoint a proxy, to vote on a show of hands, to call for a poll and vote on a poll must be determined as if the meeting were a meeting of holders of Financial Products of the Principal Issuer; | ||
(c) | the requirements for Notice of the meeting and the rules and procedures for a meeting of Holders of CDIs must be the requirements, rules and procedures that would apply to a meeting of holders of Financial Products of the Principal Issuer. |
Introduced 11/03/04 Origin SCH 3A.8.8 |
The Depositary Nominee has no liability to: |
(a) | the Principal Issuer; | ||
(b) | Holders of Principal Financial Products; | ||
(c) | Holders of CDIs; or | ||
(d) | any person claiming an interest in Principal Financial Products or CDIs, |
with respect to any conduct or omission of the Depositary Nominee at or connected with a meeting of Holders of Financial Products of a Principal Issuer, unless the Depositary Nominee: |
(e) | acts contrary to a report of the Principal Issuer given under Rule 13.8.9(b)(ii); | ||
(f) | acts negligently or in breach of these Rules; or | ||
(g) | negligently fails to vote or lodge forms of proxy before the close of the period within which proxies for the meeting may be lodged. |
Introduced 11/03/04 Origin SCH 3A.8.9 |
The following modifications are made to the Rules in respect of the operation of Section : |
(a) | Rule 8.1 does not apply. | ||
(b) | Rule 8.2.1(a) is varied by the insertion of the words “ or CDIs that are to be approved under Rules 13.1 to 13.13;” after Rule” 8.1”. | ||
(c) | Rules 8.6.4 and 8.6.5 should be read as if references to the “Commission” were references to “ASX Settlement” and references to the “Corporations Act” were references to “these Rules”. | ||
(d) | The provisions of Rule 8.12 are modified by the provisions of Rules 13.9.2 to 13.9.6 below. | ||
(e) | Rule 5.2.1 is amended by insertion of the words “or CDIs that are to be approved under Rules 13.1 to 13.13” after “8.1” in Rule 5.2.1. | ||
(f) | Rules 5.2.2 and 5.4.1 do not apply to a class of CDIs that is Approved under Rules 13.1 to 13.13. |
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(g) | Rule 5.4.2 is to be read as if the following provision is added to the end of Rule 5.4.2, “ A Principal Issuer may not cease to operate its Issuer Sponsored Subregister unless ASX Settlement agrees in writing.” | ||
(h) | Rule 5.9 only applies where a Transfer is initiated by a Participant which has the effect of a Conversion. | ||
(i) | Rules 5.13.1 and 5.13.3 are modified so that the references to “total issued capital” must be read as references to “ total number of CDIs”. | ||
(j) | The provisions of Section 14 are taken to apply to CDIs as if the CDIs were Financial Products in an Australian listed public company and the takeover bid with respect to the Principal Financial Products was a takeover under the Corporations Act. |
Introduced 11/03/04 Origin SCH 3A.9.1 to 3A.9.5, 3A.9.8 to 3A.9.12, 3A.9.12A to 3A.9.19 | |||
Amended 04/04/05, 06/06/05 |
A CDI to Principal Financial Product Transmutation may be initiated by a Participant that Transmits a Valid Originating Message to ASX Settlement in accordance with the Procedures. | |||
Introduced 11/03/04 Origin SCH 3A.9.6.1 Amended 06/06/05 |
If an Originating Message Transmitted to ASX Settlement complies with Rule 13.9.2 and there are sufficient available CDIs in the Source Holding, ASX Settlement must: |
(a) | deduct the number of CDIs specified in the Originating Message from the Source Holding; and | ||
(b) | Transmit a Message to the Principal Issuer to transfer Principal Financial Products in accordance with the Originating Message. |
Introduced 11/03/04 Origin SCH 3A.9.6.2 Amended 04/04/05, 06/06/05 |
If a Principal Issuer receives a Valid Message under Rule 13.9.3(b), the Principal Issuer must, within the Scheduled Time: |
(a) | generate a Trustee Transfer Form in accordance with the Procedures; and | ||
(b) | register that Transfer in the Principal Register. |
Introduced 11/03/04 Origin SCH 3A.9.6.3 Amended 04/04/05, 06/06/05 |
A Transfer initiated under Rule 13.9.4(a) is deemed to take effect at the time ASX Settlement deducts the number of CDIs specified in the Originating Message from the Source Holding. | |||
Introduced 11/03/04 Origin SCH 3A.9.6.4 Amended 06/06/05 |
A Participant must not transmit a Valid Originating Message which has the effect of Transmuting CDIs to Principal Financial Products without the prior authority of the Holder of CDIs. |
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Introduced 11/03/04 Origin SCH 3A.9.6.5 |
A Principal Financial Product to CDI Transmutation may be initiated by a Participant that: |
(a) | lodges a properly completed document of Transfer and Certificate or Marked Transfer with the Principal Issuer within the Scheduled Time; and | ||
(b) | Transmits a Valid Originating Message to ASX Settlement in accordance with the Procedures. |
Introduced 11/03/04 Origin SCH 3A.9.7.1 Amended 06/06/05 |
If an Originating Message Transmitted to ASX Settlement complies with Rule 13.9.7(b), ASX Settlement will: |
(a) | Transmit to the Principal Issuer a Message requesting the Principal Issuer to authorise the Transmutation of Principal Financial Products to CDIs in accordance with that Originating Message; and | ||
(b) | specify the Registration Details in the Message to the Issuer to enable the Issuer to validate the Registration Details, where applicable. |
Introduced 11/03/04 Origin SCH 3A.9.7.2 Amended 04/04/05, 06/06/05 |
If a Principal Issuer receives: |
(a) | a properly completed document of Transfer and Certificate or Marked Transfer; and | ||
(b) | a Valid Message under Rule 13.9.8 from ASX Settlement pursuant to an Originating Message, |
the Principal Issuer must, within the Scheduled Time: |
(c) | enter the Transfer in the Principal Register; | ||
(d) | Transmit a Message to ASX Settlement to Transfer the Financial Products in accordance with the Originating Message; and | ||
(e) | in the case of a Message requesting the Principal Issuer to authorise a Transfer where the Transfer has the effect of a Conversion, ensure the Registration Details specified in the Message for the Target Holding match the Registration Details maintained by the Principal Issuer for the Source Holding. |
Introduced 11/03/04 Origin SCH 3A.9.7.3 Amended 04/04/05 |
If ASX Settlement receives a Valid Message under Rule 13.9.9(d), ASX Settlement must enter Financial Products into the Target Holding in accordance with the Originating Message. | |||
Introduced 11/03/04 Origin SCH 3A.9.7.4 |
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If the conditions for authorisation by the Issuer of a Transfer as stipulated in Rule 13.9.9 are not met, the Issuer must, within the Scheduled Time: |
(a) | reject the Message; and/or | ||
(b) | return the properly completed document of Transfer and Certificate or Marked Transfer to the Participant that lodged it without entering the Transfer in the Principal Register, |
whichever is relevant. | |||
Introduced 11/03/04 Origin SCH 3A.9.7.5 Amended 09/05/05 |
A Transfer initiated under Rule 13.9.7 takes effect when both the actions described in Rule 13.9.9(c) and (d) are completed. | |||
Introduced 11/03/04 Origin SCH 3A.9.7.6 |
If a Principal Issuer receives a Message from ASX Settlement under Rule 13.9.8 and does not respond to ASX Settlement under either Rule 13.9.9 or Rule 13.9.11 within the relevant Scheduled Time for response, ASX Settlement may purge the unactioned Message from the Settlement Facility. | |||
Introduced 09/05/05 |
Where a Holder gives Notice requesting that the Principal Issuer shunt all or part of a Holding of DIs into Principal Financial Products, the Principal Issuer must reduce that Holding by the number specified in the Notice and take such steps as are necessary to shunt the same number of Principal Financial Products from the relevant Segregated Account to the Approved Clearing House account nominated in the Notice, within 3 Business Days of receipt of that Notice. | |||
Introduced 11/03/04 Origin SCH 3A.10.1 |
Where a Holder gives Notice requesting that the Principal Issuer shunt all or part of a Holding of Principal Financial Products into DIs, the Principal Issuer must take all necessary steps to shunt those Principal Financial Products to the Segregated Account and enter the same number of DIs into a Holding in accordance with the instructions given in the Notice, within 3 Business Days of receipt of that Notice. | |||
Introduced 11/03/04 Origin SCH 3A.10.2 |
The Principal Issuer will use its best endeavours to: |
(a) | comply with all applicable Tax laws as agent and attorney of the Depositary Nominee; |
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(b) | ensure that the Depositary Nominee complies with all applicable Tax laws; and | ||
(c) | not do any act or thing which creates a Tax liability, or not omit to do any act or thing, the omission of which creates a Tax liability, which must be discharged by the Depositary Nominee, unless provision has been made for the discharge of the liability by some person other than the Depositary Nominee. |
The obligations of the Principal Issuer and the Depositary Nominee are subject to all relevant Tax laws. | |||
Introduced 11/03/04 Origin SCH 3A.11.1, 3A.11.2 |
Any obligation to give notice to Holders of CDIs under Rules 13.1 to 13.13 must be discharged upon the Depositary Nominee giving notice to the Holder of CDIs at the address of the Holder of CDIs noted on the CDI Register. | |||
Introduced 11/03/04 Origin SCH 3A.12.1 |
The Principal Issuer indemnifies the Depositary Nominee against all expenses, losses, damages and costs that the Depositary Nominee may sustain or incur in connection with: |
(a) | CDIs; | ||
(b) | its capacity as holder of Principal Financial Products; | ||
(c) | any act done, or required to be done, by the Principal Issuer (whether or not on behalf of the Depositary Nominee) under Rules 13.1 to 13.13 of the Rules; and | ||
(d) | any act otherwise done or required to be done by the Depositary Nominee under Rules 13.1 to 13.13 of the Rules. |
Introduced 11/03/04 Origin SCH 3A.13.1 |
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