On Sep. 18, 2026, ASX released its response to feedback received on the consultation on the exposure draft Listing Rules and guidance notes amendments re shareholder approval of dilutive acquisitions and changes in admission status.
ASX received 12 submissions, which were supportive of the targeted reform package.
Respondents raised a number of matters to be considered, including the scope of proposed pre-approvals for a prescribed transaction threshold above 25%.
Plus, the proposed implementation date, transitional arrangements for transactions already underway, drafting clarity, and the treatment of post-approval issuance timing.
ASX proposes to proceed with core policy settings, subject to target refinements to improve clarity, operability, and implementation of the reform package.
There will be an additional notice of meeting requirement re voluntary delisting following a takeover bid, and the definitions of prescribed threshold and regulated takeover or merger will be refined to improve certainty and administrability.
ASX will not standardize all post-approval issuance periods to 12 months but will align the reserve takeover period with the 12-month period that applies to a prescribed transaction.
The draft amendments will take effect on Oct. 21, 2026, subject to completion of statutory processes for amending ASX's rules.
On Apr. 27, ASX reported on review process of listing rule re approval.
ASX announced review process of listing rules re shareholder approval requirements.
Follows ASX Apr. 2025 issued response re James Hardie merger with Azek, #252378.
Outline of Review
Review focuses on shareholder approval requirements for mergers and takeovers of listed companies undertaking significant transactions; issue elevated following waiver application by James Hardie in relation to its proposed acquisition of US-based Azek.
Australian institutional investors have expressed concern that current settings for shareholder approval requirements may not provide sufficient voice to shareholders.
ASX will commence work to update its 2017 analysis which examined shareholder approval levels needed for listed company mergers; updated analysis will be first step in conducting a review of shareholder approval requirements covered by listing rules.
ASX will also explore circumstances where companies are required to disclose receipt of a waiver to the listing rules when they publicly announce matters to which the waiver relates; in addition, will seek feedback from stakeholders on updated analysis.
Oct. 2025 Consultation Opened
On Oct. 20, 2025, ASX opened consultation on shareholder approval requirements for dilutive acquisitions and changes in admission status for dual listed entities.
Consultation paper is titled Shareholder approval of dilutive acquisitions and changes in admission status: public consultation on shareholder approval requirements under the ASX listing rules.
Consultation focuses on four main areas: share issuance under regulated takeover or merger; dual listed companies changing to ASX foreign exempt listing status.
In addition, dual listed companies proposing to delist from ASX, and significant changes to nature or scale of listed company activities.
ASX refined scope through research into local transactions, comparisons with overseas exchanges and feedback from asset owners, fund managers, and professional advisers.
Paper includes comparative analysis of rule settings for dilutive acquisitions and significant transactions on other exchanges, as well as insights on number of transactions that could be affected by possible rule changes.
ASX will review submissions provided and publish consultation response outlining feedback received and advise of proposed way forward.
Response to consultation and any potential associated exposure draft rule changes expected to be published in first half of calendar year 2026.
The consultation is open until Dec. 15, 2025.
Jun. 2026 Response to Consultation
On Jun. 17, 2026, ASX published response to public consultation and exposure draft of of ASX Listing Rule amendments.
Shareholder approval will be required before a listed entity changes from ASX listing to ASX foreign exempt listing status, with recognition for qualifying NZX listed entities.
Voluntary delisting rules will be moved into the Listing Rules, with approval required where there is a material Australian shareholder base or no readily available trading on another exchange.
S&P/ASX 300 entities will face 25% cap on using share-based consideration in regulated transactions without prior shareholder approval.
ASX will not change Listing Rule 11.1.2 for broader significant transactions at this time.
Submissions are due by Jul. 29, 2026, and ASX proposes commencement on Oct. 21, 2026, subject to feedback and final approvals.
Sep. 2026 Response to Feedback
On Sep. 18, 2026, ASX released its response to feedback received on the consultation on the exposure draft Listing Rules and guidance notes amendments re shareholder approval of dilutive acquisitions and changes in admission status.
ASX received 12 submissions, which were supportive of the targeted reform package.
Respondents raised a number of matters to be considered, including the scope of proposed pre-approvals for a prescribed transaction threshold above 25%.
Plus, the proposed implementation date, transitional arrangements for transactions already underway, drafting clarity, and the treatment of post-approval issuance timing.
ASX proposes to proceed with core policy settings, subject to target refinements to improve clarity, operability, and implementation of the reform package.
There will be an additional notice of meeting requirement re voluntary delisting following a takeover bid, and the definitions of prescribed threshold and regulated takeover or merger will be refined to improve certainty and administrability.
ASX will not standardize all post-approval issuance periods to 12 months but will align the reserve takeover period with the 12-month period that applies to a prescribed transaction.
The draft amendments will take effect on Oct. 21, 2026, subject to completion of statutory processes for amending ASX's rules.
