GRT Lawyers https://www.grtlawyers.com Your astute and trusted advisors Tue, 08 Sep 2020 00:07:29 +0000 en-US hourly 1 https://wordpress.org/?v=5.5.1 GRT Lawyers Announce Expansion into the Sydney Corporate Legal Market https://www.grtlawyers.com/grt-lawyers-announce-expansion-into-the-sydney-corporate-legal-market/ Tue, 08 Sep 2020 00:07:20 +0000 https://www.grtlawyers.com/?p=1786 It is with great excitement that GRT Lawyers announce our growth into the Sydney Corporate Legal Market with the recruitment of experienced corporate lawyer, David Sim. David has commenced his role this week as Special Counsel within our Corporate Team. David is a corporate law specialist and comes to our GRT Team with over 16 […]

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David Sim

It is with great excitement that GRT Lawyers announce our growth into the Sydney Corporate Legal Market with the recruitment of experienced corporate lawyer, David Sim.

David has commenced his role this week as Special Counsel within our Corporate Team.

David is a corporate law specialist and comes to our GRT Team with over 16 years’ experience in the Sydney market advising on complex regulated and unregulated corporate transactions in a range of industries and sectors.

In addition to David’s transaction work he regularly advises clients on general corporate matters including corporate restructuring, corporate finance (equity and debt), corporate governance, Corporations Act and ASX Listing Rule compliance, employee incentive schemes, joint ventures and business structures.

We are delighted to have David as part of our team as we embark on this new chapter!

Please contact us in relation to any mergers and acquisitions, equity capital markets and corporate advisory matters you may have in Brisbane or Sydney.

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Full Steam Ahead on Capital Raisings https://www.grtlawyers.com/full-steam-ahead-on-capital-raisings/ Wed, 15 Jul 2020 04:06:39 +0000 https://www.grtlawyers.com/?p=1755 As outlined in our previous updates, ASIC and ASX have provided numerous guidance updates, class waivers and concessions, on a temporary basis, to facilitate capital raisings of ASX listed companies during the COVID-19 health crisis. These concessions are due to come to an end soon, however it is quite likely that these will be further […]

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As outlined in our previous updates, ASIC and ASX have provided numerous guidance updates, class waivers and concessions, on a temporary basis, to facilitate capital raisings of ASX listed companies during the COVID-19 health crisis.

These concessions are due to come to an end soon, however it is quite likely that these will be further extended. With continuing volatility in markets, resurgence of COVID-19 in Victoria and its continued growth rates globally, ASX listed companies should strongly consider whether now is an appropriate window to raise additional capital, either to repair balance sheets or for strategic purposes.

Based on ASX statistics, capital raisings rebounded strongly in April and May 2020, ostensibly driven by capital raising concessions. Since 1 March 2020, ASX is the most active exchange globally by total number of secondary offerings and is the second most active exchange globally by secondary capital raised. From March to May 2020, more than $20 billion in secondary capital raisings were announced by over 200 ASX-listed companies. ASX has had more companies access the market for secondary capital than NYSE and NASDAQ combined.

This success is underpinned by Australia’s A$3 trillion superannuation pool, a robust but flexible regulatory regime and efficient capital raising methods such as placements which can be completed in as little as 48 hours.

On 31 March 2020, ASX was one of the first exchanges in the world to implement temporary rule changes to facilitate emergency capital raisings against the backdrop of the COVID-19 pandemic. The concessions included:

a. increasing the placement capacity in listing rule 7.1 from 15% to 25%;
b. providing a temporary waiver of the 1:1 cap on non-renounceable entitlement offers in listing rule 7.11.3; and
c. accommodating back-to-back trading halts, in recognition that deals were generally taking longer to execute;

Whatever ASX may decide about an extension of the Listing Rule concessions it has granted in relation to capital raisings, and the Australian government does with their stimulus measures, it is certain that economic conditions will remain challenging and uncertain for a considerable period. We strongly encourage ASX listed companies to be very proactive about their capital management and look to raise capital – either to strengthen its balance sheet before there is an immediate need, or to position it to take advantage of future opportunities.

There may not be a more timely set of circumstances for ASX listed companies to raise capital than now.

GRT Lawyers will continue to provide updates on the impact of COVID-19 health crisis on capital markets as further information becomes available.

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ASX grants further extension to capital raising relief https://www.grtlawyers.com/asx-grants-further-extension-to-capital-raising-relief/ Wed, 15 Jul 2020 03:59:48 +0000 https://www.grtlawyers.com/?p=1750 ASX has extended its temporary capital raising concessions until 30 November 2020. Those capital raising concessions were introduced on 31 March 2020, to facilitate emergency capital raisings in response to Covid-19 related business disruption, and were due to expire on 31 July 2020. The relief includes: a. increasing the placement capacity under listing rule 7.1 […]

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ASX has extended its temporary capital raising concessions until 30 November 2020.

Those capital raising concessions were introduced on 31 March 2020, to facilitate emergency capital raisings in response to Covid-19 related business disruption, and were due to expire on 31 July 2020. The relief includes:

a. increasing the placement capacity under listing rule 7.1 from 15% to 25%;
b. providing a temporary waiver of the 1:1 cap on non-renounceable entitlement offers in listing rule 7.11.3; and
c. accommodating back-to-back trading halts, in recognition that deals were generally taking longer to execute.

Click here for full details of this relief (GRT Alert 23 April 2020).

Some limited changes to the conditions of relief have also been made, to ensure ASX’s pre-authorisation before relying on the relief and some additional disclosure around the purposes for a capital raising.

The extended deadline is made in recognition of the continuing Covid-19 impacts and is intended to allow enough time for companies to undertake a capital raising following completion of their 2020 audited accounts. Listed companies have until 31 October 2020 to lodge their audited accounts for the 2020 financial year (as per ASIC’s extended deadline).

GRT Lawyers will continue to provide updates as these matters develop.

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Update: ASX Powers https://www.grtlawyers.com/update-asx-powers/ Mon, 15 Jun 2020 05:54:00 +0000 https://www.grtlawyers.com/?p=1722 In this update, we examine the powers of the ASX in Chapters 17 and 18 of the ASX Listing Rules. The substantial changes introduced to the Listing Rules on 1 December 2019, clarified and significantly expanded upon ASX’s general and enforcement powers. ASX has been displaying a willingness to exercise these powers, which is no […]

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In this update, we examine the powers of the ASX in Chapters 17 and 18 of the ASX Listing Rules. The substantial changes introduced to the Listing Rules on 1 December 2019, clarified and significantly expanded upon ASX’s general and enforcement powers. ASX has been displaying a willingness to exercise these powers, which is no more evident than its public stoush with iSignthis Limited.

While the exercise of power by other Australian regulators, such as ASIC, can generally be subject to challenge through administrative or judicial review, the ASX has established complete authority to enforce its Listing Rules, with limited if any capacity for judicial review.

ASX Amendments – Chapter 18 of the ASX Listing Rules

Listing Rule 18.5A expressly confers absolute discretion on the ASX regarding the application of the Listing Rules. ASX may exercise any power or discretion on any conditions it sees fit, and the entity must comply with those conditions.

The amendments to Listing Rule 18.7 empower the ASX to request any information, document or explanation to be verified under oath. This change will place a serious burden on market participants to be accurate in all their dealings with the ASX, as this power of requiring information under oath potentially creates serious consequences for those providing the information. We expect over time the use of this power will be very effective to hold participants more accountable for their behaviour. With the new Listing Rule 18.8A, ASX is given the power to censure listed companies that breach the Listing Rules or a condition imposed under the Listing Rules, and to publish the censure and the reasons for it to the market.

ASX’s powers and the allegations against iSignthis

ASX has been engaged in a highly unusual and public dispute with iSignthis, during which it has demonstrated its willingness to use its enforcement powers under the Listing Rules. Further details are set out in our full article, available here.

The power to request information from ASX Listed Companies and the process involved regarding suspension, demonstrates the extent of the powers of the ASX, as well as the limited recourse of ASX listed companies. Companies are therefore reminded to be vigilant in ensuring they are meeting their disclosure obligations to the market and complying with the ASX Listing Rules.

GRT Lawyers’ full article on the ASX’s powers can be accessed here.

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Managing Director, Glenn Vassallo, set to chair a webinar on Sports Governance with a panel of leading sports professionals https://www.grtlawyers.com/managing-director-glenn-vassallo-set-to-chair-a-webinar-on-sports-governance-with-a-panel-of-leading-sports-professionals/ Thu, 04 Jun 2020 06:29:54 +0000 https://www.grtlawyers.com/?p=1624 GRT Managing Director, Glenn Vassallo, is partnering with the Governance Institute of Australia to chair an upcoming webinar on significant opportunities emerging for the sporting industry to re-frame its governance, culture and operations in the wake of the COVID-19 restrictions on sport. Glenn will chair a panel of leading Australian sporting professionals including: Rob Dalton, […]

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GRT Managing Director, Glenn Vassallo, is partnering with the Governance Institute of Australia to chair an upcoming webinar on significant opportunities emerging for the sporting industry to re-frame its governance, culture and operations in the wake of the COVID-19 restrictions on sport.

Glenn will chair a panel of leading Australian sporting professionals including:

  • Rob Dalton, Acting Chief Executive Officer for Sports Australia
  • Andrew Wellington, Chairman, Brisbane Lions Club;
  • Jodie Fields, former captain of the Australian Women’s Cricket Team

The sports governance panel will consider how the sector can recover from the challenge posed by the COVID-19 pandemic and the impact and implications for players, operations, workforce and all stakeholders.

The panel will discuss how the sector can re-frame governance principles to help ensure sport is kept in the headlines for the right reasons and cover:

  • current challenges for sports governance
  • commercialisation of sport and the impact on culture
  • leadership, accountability, ethics and performance
  • driving performance, strategy and sector directions from grassroots to the national leagues
  • keeping stakeholder engagement at the core of responsible decision-making

We invite you to join us, alongside the Governance Institute of Australia at this special event.

WHEN: Tuesday 23rd June
TIME: 11am to 12pm AEST

Click here to Register through the Governance Institute of Australia.

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ASIC targeting COVID-19 disclosures; 30 June financial reporting relief expected https://www.grtlawyers.com/asic-targeting-covid-19-disclosures30-june-financial-reporting-relief-expected/ Thu, 14 May 2020 00:41:49 +0000 https://www.grtlawyers.com/?p=1405 At a recent event, ASIC announced it is scrutinising COVID-19-related disclosures, following ASX’s head of compliance stating that the exchange had discovered 50 misleading announcements relating to COVID-19. ASX prevented most of the announcements from being released and forced others to be amended or retracted. ASIC’s Commissioner John Price stated it would not tolerate companies […]

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At a recent event, ASIC announced it is scrutinising COVID-19-related disclosures, following ASX’s head of compliance stating that the exchange had discovered 50 misleading announcements relating to COVID-19. ASX prevented most of the announcements from being released and forced others to be amended or retracted.

ASIC’s Commissioner John Price stated it would not tolerate companies taking advantage of the crisis and would come down heavily on those that mislead investors. A team has been set up inside ASIC to monitor people using misleading or deceptive advertising.

However, both ASX and ASIC expressed that they are prepared to show leniency to companies grappling with reporting obligations. This comes off the back of the multiple waivers and concessions already issued as a result of COVID-19 in relation to capital raisings, annual meetings and financial reporting. An announcement by ASIC in relation to financial reporting for entities with a 30 June balance date is expected later this week or early next week.

The Commissioner added that ASIC will be monitoring all capital raising activity in reliance of the ASX class waivers and also will be reviewing allocations and disclosures to ensure it is clear, accurate and meaningful. In particular, it expects transparent disclosure about why the Board chose a particular capital raising structure.

GRT Lawyers will continue to provide updates as further information is available.

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Conducting Virtual AGMs and e-Signing Documents https://www.grtlawyers.com/conducting-virtual-agms-and-e-signing-documents/ Wed, 06 May 2020 00:42:55 +0000 https://www.grtlawyers.com/?p=1408 With the introduction of social distancing measures, several conundrums arose for companies – for example, how could they hold an annual general meeting (AGM) or validly execute documents with restrictions on the number of people that could be physically in one place? Yesterday’s government announcement (discussed below) provides greater clarity and confidence for companies planning […]

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With the introduction of social distancing measures, several conundrums arose for companies – for example, how could they hold an annual general meeting (AGM) or validly execute documents with restrictions on the number of people that could be physically in one place? Yesterday’s government announcement (discussed below) provides greater clarity and confidence for companies planning to convene a meeting or execute documents.

GRT Lawyers has been at the forefront of advice to companies on conducting hybrid and virtual AGMs and compliance with document execution requirements.

Conducting Virtual Meetings

Yesterday, the Hon. Josh Frydenberg MP announced that companies will be allowed to convene AGMs, and other meetings prescribed under the Corporations Act 2001 (Cth), entirely online rather than face-to-face.

This change to conducting meetings under the Corporations Act is in effect from 6 May 2020 for a period of six months.

Conducting a virtual meeting must have votes taken on a poll, rather than a show of hands. However, this was already recommendation of the ASX’s Corporate Governance Council. Other requirements for conducting a meeting may also be satisfied using one or more technologies, such as: achieving quorum, providing the opportunity to speak (for example, to ask questions), appointing a proxy and providing the notice of meeting itself.

Electronic Signing of Documents

The Treasurer also made changes to give companies certainty that documents electronically signed by officers are validly executed. Importantly, companies should note:

  • the entire contents of the document must be included in the copy, counterpart or electronic communication; and
  • the officer electronically signing the document must be appropriately identified.

The Legislative Instrument does not mention the proposed treatment of signing of deeds electronically. Companies wishing to execute deeds should look at whether these can be done in counterparts by company officers rather than relying on electronic execution.

Click here to read the complete article.

If you have any questions in relation to the above article, please phone Scott Standen on 0447 790 009 or Glenn Vassallo on 0422 857 760.

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ASX provides further guidance and relief to Australian Listed Companies https://www.grtlawyers.com/asx-provides-further-guidance-and-relief-to-australian-listed-companies/ Tue, 05 May 2020 00:46:46 +0000 https://www.grtlawyers.com/?p=1415 On 1 May 2020, the ASX released ASX Compliance Update Number 05/20, which outlines further guidance and provides more relief, in light of challenges currently faced by ASX listed companies due to the COVID-19 pandemic. Important changes apply in relation to the obligations and requirements of ASX listed companies when issuing equity securities and during […]

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On 1 May 2020, the ASX released ASX Compliance Update Number 05/20, which outlines further guidance and provides more relief, in light of challenges currently faced by ASX listed companies due to the COVID-19 pandemic. Important changes apply in relation to the obligations and requirements of ASX listed companies when issuing equity securities and during capital raisings. In particular, the key guidance and relief from the ASX are as follows:

  1. Convertible notes, collateral securities and listing rule 6.1 – ASX strongly recommends that a listed entity proposing to issue any type of equity securities, other than ordinary securities, preference securities and convertible notes with market-standard terms attached, consult with ASX at the earliest opportunity so that ASX can consider whether the terms of issue of those securities meet the requirements of listing rule 6.1;
  2. The need to engage early with ASX on capital raisings proposing to rely on the Class Waivers – As detailed in our Corporate Corner Presentation on Wednesday, 29 April 2020, ASX has outlined the need for ASX listed companies to engage early with them on capital raisings proposing to rely on the Class Waivers. ASX has also provided further guidance as to when it is likely to withhold the benefit of the Class Waivers for capital raisings, especially where the capital raising is not specifically COVID-19 related and not urgently needed; and
  3. ASX relief on annual listing fees – ASX is providing relief to ASX listed companies, by staggering the annual listing fees for FY 2021 over six months and payable by all listed entities in two equal instalments, instead of the usual one. The first instalment is due at the end of July 2020 and the second instalment is due at the end of January 2021.

GRT Lawyers’ Scott Standen and Glenn Vassallo have summarised the new ASX requirements. Click here to read the complete article.

If you have any questions in relation to the above article, please phone Scott Standen on 0447 790 009 or Glenn Vassallo on 0422 857 760.

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GRT Lawyers welcomes Esteban Gomez to the corporate team https://www.grtlawyers.com/grt-lawyers-welcomes-esteban-gomez-to-the-corporate-team/ Mon, 27 Apr 2020 00:49:00 +0000 https://www.grtlawyers.com/?p=1417 GRT Lawyers are pleased to welcome corporate and commercial lawyer, Esteban Gomez to the team as Senior Corporate Advisor. Esteban comes to GRT Lawyers with over 15 years of experience in mergers and acquisitions and equity capital markets transactions, both in Australia and involving cross border elements. He has assisted companies both large and small, […]

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Esteban Gomez

GRT Lawyers are pleased to welcome corporate and commercial lawyer, Esteban Gomez to the team as Senior Corporate Advisor.

Esteban comes to GRT Lawyers with over 15 years of experience in mergers and acquisitions and equity capital markets transactions, both in Australia and involving cross border elements. He has assisted companies both large and small, publicly listed and private to achieve their transactional goals.

Esteban’s career experience spans from corporate governance issues to banking, aviation, and talent services industries. He has also advised on transactions encompassing several industries and sectors, including education, energy & resources, construction, government, retail, telecommunications, and information technology. In 2017, Esteban Gomez was named in the Best Lawyers in Australia rankings for equity capital markets.

Welcome to the team, Esteban!

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ASX and ASIC Update the Relief Provided to Australian Listed Companies https://www.grtlawyers.com/asx-and-asic-update-the-relief-provided-to-australian-listed-companies/ Thu, 23 Apr 2020 00:50:59 +0000 https://www.grtlawyers.com/?p=1419 Less than a month after announcing its temporary relief measures, ASX has announced further changes. The amendments made indicate a concern of ASX and ASIC that companies are potentially misusing the temporary relief and not properly considering the interests of existing shareholders in structuring and implementing oversized dilutive equity raisings. Click here to read the […]

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Less than a month after announcing its temporary relief measures, ASX has announced further changes. The amendments made indicate a concern of ASX and ASIC that companies are potentially misusing the temporary relief and not properly considering the interests of existing shareholders in structuring and implementing oversized dilutive equity raisings.

Click here to read the complete update.

GRT Lawyers’ capital market experts Glenn Vassallo (Managing Director) and Scott Standen (Director) can guide you on striking the right balance between equity raising requirements and existing shareholder interests.

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