To be admitted to a SIM VSE Listing the foreign entity must meet the requirements set out in Chapter 1 of the SIM VSE Listing Rules.. The company must be registered as a foreign company under the Corporations Act and must supply SIM VSE with its ARBN as issued to it by ASIC.
As a company on the Official List, the entity must comply with SIM VSE Listing and Business Rules irrespective of whether that entity is listed on another stock exchange. There is no requirement for a minimum number of Australian resident shareholders, directors or officers of the entity. Admission procedures follow standard SIM VSE procedures for listing of securities.
The entity must maintain Australian resident representation to accept responsibility for issues raised by SIM VSE, ASTC and ASIC within a reasonable time frame. The Corporations Act also requires the appointment of a local agent. Appointment of an agent will also satisfy many of the SIM VSE's listing requirements.
Section 323DA of the Corporations Act 2001 requires listed companies to disclose information filed overseas on the next business day. The entity must provide to SIM VSE, in English, all information it provides to an overseas exchange, if listed, or otherwise if it is making the information public. The company would need to abide by the SIM VSE continuous disclosure and periodic disclosure regimes as governed by the Corporations Act and Chapter 3 of the SIM VSE Listing Rules.
All disclosures must be electronically lodged with SIM VSE. The entity may need to report financial information in a dual language if English is not the language of administration in its home country. The applicable accounting standards are Australian Standards or International Standards.
The constitution must be consistent with both the laws in the place where it is established and with SIM VSE Listing rules. As far as possible, the entity's constitution must be consistent with the Corporations Act. Section 323DA of the Corporations Act applies despite anything in the company's constitution.
The information contained in an offer document is governed by the Australian Corporations Act 2001, not by SIM VSE.
Entities raising capital within the Australian jurisdiction must have an appropriate offer document that has been lodged with ASIC and is compliant with Chapter 6D of the Corporations Act. SIM VSE does not review draft prospectuses or offer documents, but will consider information of a more general nature such as background material or information before a prospectus is registered with ASIC.
Before approving a listing application, SIM VSE will review the application to ascertain that it complies with the SIM VSE Rules and that enough information has been provided about the entity to allow trading of its securities on a fully informed basis. SIM VSE may require additional information to be disclosed to the market before trading may commence.
Provisions of the Australian Corporations Act 2001 including notification of substantial holdings and takeovers do not apply to entities established outside of Australia.
However, if the holding company of the foreign entity is registered in Australia, SIM VSE expects the entity to provide the same information as required under the Corporations Act in order to maintain an informed market.
International entities should also include statements of place of incorporation or registration (if not Australia), that it may not be subject to Chapters 6, 6A, 6B and 6C of the Corporations Act and any limitations on acquisition of its securities imposed by the jurisdiction in which it is incorporated or registered.
To find out more please contact the SIM VSE Admissions Office.
SIM VSE, 5 Bridge St Sydney, NSW, 2000 Australia. +61 2 9241 2740
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