REVOLUTIONISED LISTING. switching to an nsx listing

Transcription

1 REVOLUTIONISED LISTING switching to an nsx listing

2 MIGRATION TO AN NSX listing REVOLUTIONISED LISTING Fast-tracKing YoUr listing FroM asx to nsx We offer a compelling listing solution at a fair price

3 THE NATIONAL STOCK EXCHANGE OF AUSTRALIA 01 table of contents About NSX 2 Why switch your listing to NSX? 3 Fast-track your listing to NSX 5 Frequently asked questions 7 Appendix NSX Broker and Nominated Adviser list 8 Disclaimer Although NSX Limited ABN has made every effort to ensure the accuracy of the information as at the date of publication, NSX does not give any warranty or representation as to the accuracy, reliability or completeness of the information. To the extent permitted by law, NSX and its employees, offi cers and contractors shall not be liable for any loss or damage arising in any way (including by way of negligence) from or in connection with any information provided or omitted or from any one acting or refraining to act in reliance on this information. Copyright 2012 National Stock Exchange of Australia Limited ABN All rights reserved 2012 National Stock Exchange of Australia Limited, Level 2, 117 Scott Street, Newcastle, NSW, Australia,

4 02 MIGRATION TO an NSX listing ABOUT NSX The National Stock Exchange of Australia (NSX) dates back to 1937 when it was known as the Newcastle Stock Exchange. After a dormant period, the NSX was re-established in February 2000 and has since grown to become Australia s second largest listing stock exchange. NSX offers companies a wide and flexible range of listing options covering all market sectors. An NSX listing is specifically attractive to companies looking for: Capital for growth Investor exit and succession planning solutions A better alternative to their current listing on another exchange Cross-border cross-time zone listings Since 2000, NSX has helped hundreds of companies list. Those companies have raised in excess of $2.8 billion for growth and innovation. NSX offers a simple, flexible, cost effective and customer focused option for many companies seeking a listing. NSX also lists debt and managed investment scheme securities. capital raised $8,000,000,000 $7,000,000,000 $6,000,000,000 $5,000,000,000 $4,000,000,000 $3,000,000,000 $2,000,000,000 $1,000,000,

5 THE NATIONAL STOCK EXCHANGE OF AUSTRALIA 03 WHY SWITCH YOUR LISTING TO NSX? As an ASX listed company you owe it to yourself and your shareholders to consider the benefits of switching your listing to NSX. NSX is an ASIC regulated Australian Market Licence holder just the same as the ASX. The differing benefits of NSX include: Fast-Tracking Lower costs Uncomplicated Rules Extensive adviser community Customer focused FAST-TRACKING You can switch to the NSX quickly, easily and cheaply. NSX has created the Fast-Tracking process to completely streamline the migration from the ASX to the NSX so you can quickly start enjoying the benefits NSX has to offer. As a listed company you will have already produced almost all the documentation that is required for a compliance listing on the NSX, like audited financial statements and announcements, by simply adhering to the ASX s continuous disclosure regime. Lower Costs NSX s fees are the lowest in Australia. Our annual fees are up to 60% cheaper than ASX s and our capital raising fees average 50% cheaper. NSX also does not charge for every additional service, help or advice that listing companies often require on a regular basis. Our simple listing rules and annual compliance procedures lead to significant legal, accounting and management time savings. We also don t charge for the pricing data we distribute so information vendors can offer investors live NSX prices for free rather than 20 minutes delayed. In fact, these lower fees are passed through to investors with NSX having the lowest online broker fees in Australia.

6 04 MIGRATION TO an NSX listing Percentage Saving Percentage Saving Percentage Saving Listing on NSX Annual Fees (As at 01 October 2012) 70% 60% 50% 40% 30% 20% 10% 0% 70% 60% 50% 40% 30% 20% 10% 0% $1,000,000 $50,000,000 $110,000,000 $170,000,000 $230,000,000 $290,000,000 $350,000,000 $410,000,000 $100,000 $10,000,000 $30,000,000 $50,000,000 $70,000,000 $90,000,000 $110,000,000 $130,000,000 $150,000,000 $170,000,000 $190,000,000 $210,000,000 $230,000,000 $250,000,000 $270,000,000 $290,000,000 $310,000,000 $330,000,000 $350,000,000 $370,000,000 $390,000,000 $410,000,000 $450,000,000 $470,000,000 $490,000,000 $470,000,000 Percentage Saving capital raising on NSX Capital Raising Fees (As at 01 October 2012) $530,000,000 $590,000,000 $650,000,000 $710,000,000 $830,000,000 $890,000,000 $950,000,000 UNCOMPLICATED RULES NSX s Rules are not only simple but are also principle-based, which dramatically reduces the work required to become and stay listed. Equity Rules on the ASX are three times as long as NSX s. Shorter, simpler rules and processes mean lower costs, less complexity and more management time spent actually running your business. EXTENSIVE ADVISER COMMUNITY Listing can be complex, expensive and time consuming, especially if mistakes are made. NSX s Nominated Advisers play the key adviser role supporting companies throughout the listing process and thereafter. NSX currently has dozens of qualified Nominated Advisers geographically spread throughout Australia. We also have a number of Nominated Advisers that are specialised in succession planning. NSX can introduce you to one or more selected Nominated Advisers that understand your industry and business aspirations with first-hand experience listing a company like yours. CUSTOMER FOCUS NSX staff pride themselves on being professional and approachable experts who are keen to help you every step of the way. If your company meets our listing criteria, we aim, to have you complete your listing procedure as quickly, smoothly and cost effectively as possible. Once you are listed, we aim to manage your listing presence in a professional and cost effective manner. We help companies throughout the listing process with everything from advice and introductions through to problem solving and unique tailored solutions. We are also the only exchange to offer the PRESS marketing program that helps spread your IPO message to investors throughout Australia and the world and generate continued interest post your launch.

7 THE NATIONAL STOCK EXCHANGE OF AUSTRALIA 05 FAST-TRACK YOUR LISTING TO NSX What is often not well understood is that Listing is recognised under the Corporations Act and every listed company on the NSX has the same legal standing as any listed company on the ASX. This reflects the fact that NSX has the same market licence as the ASX to list companies and an NSX listed company is an Australian listed company exactly the same as an ASX listed company. At NSX, rather than create unnecessary barriers by requiring an ASX listed company to go through NSX s complete listing process again (like an unlisted company listing for the first time), we recognise that an ASX listed company is an Australian listed company and therefore largely prequalifies as an NSX listed company. The movement of a listing from the ASX to the NSX can be a seamless one. So we ve created the NSX fast-tracking service for companies wishing to move their Australian listing sponsorship from the ASX to the NSX. As the name suggests it s designed to make the switch as easy, simple, inexpensive and fast as possible. FAST-TRACKED LISTING PROCESS NSX s time to review and accept a new listing is already the quickest in Australia, and a switch from the ASX to the NSX is no exception. Assuming you are not capital raising, our simple fast-track compliance listing process can see your company reviewed and accepted in just a couple of weeks with only a few signed pieces of paper. You will have already produced almost all the documentation that is required for a fasttrack listing on the NSX, like audited financial statements and market disclosures, by simply adhering to the ASX s listing rules. No new significant documentation is required to be produced.

8 06 MIGRATION TO AN NSX listing The requirements to be fasttracked are as follows: 1 You must be listed on the ASX (or one of NSX s Recognised Stock Exchanges) 2 Provide up to the 3 years of audited annual reports as available for publication 3 Provide up to 12 months of released market disclosures 4 Provide a current copy of the Issuer s Constitution for publication 5 Appoint two directors of the Issuer as Nominated Advisers or appoint an External Nominated Adviser Fast-tracKing Fees A nominal fi xed application fee of $2,000 is payable on application regardless of your company size. The standard annual fee will be pro-rated to 30 June for the remaining portion of the annual term. MiniMUM size requirements 1 Minimum market capitalisation, at time of listing on NSX, is $500,000. This fi gure can be derived by the price of the securities to be listed on NSX at the time of listing or from the previous market capitalisation fi gure from your listing on the ASX; and 6 Directors sign: a The Issuer declaration binding the company to NSX s Rules b The director s declaration for each director to abide by the Exchange s operating rules c A deed poll addressed to NSX that bridges the gap in your constitution that refers to the ASX and its rules d A deed poll addressed to ASX Settlement on the Issuer s letterhead 7 Provide the letter of application 2 Minimum shareholder spread of 50 shareholders, each having at least $2,000 worth of shares. The monetary value is to be determined by reference to the last traded price of the securities on the ASX.

9 THE NATIONAL STOCK EXCHANGE OF AUSTRALIA 07 FreQUentlY asked QUestions How large does my company need to be to list on nsx? To be listed on the NSX your company must meet the minimum listing criteria which includes 50 shareholders and a market capitalization of $500,000. Do I have to pay NSX s normal application fee I am migrating from the ASX? No. You have already paid ASX a high application fee and because you have met their continuous disclosure regime we can fast-track you onto NSX, which is far simpler than a completely new listing, so only a fl at fee of $2,000 is payable. I am an investor in an asx company and currently bound by escrow restrictions on selling my shares. Will NSX apply escrow on my shares? NSX reviews restricted securities on a case by case base. However, whatever decision is made will take into account the term you have already held your shares in escrow while the company was listed on the ASX and should not be more onerous. At what stage should I approach NSX? We recommend that you approach NSX when you are fi rst seriously considering listing as a succession option. We are happy to answer your questions, generally help you avoid costly time wasting mistakes and provide crucial introductions to succession planning experts familiar with listing and the NSX. Can I list on nsx and be quoted on a foreign market at the same time? Yes absolutely. With the money you save listing on NSX you could get another listing or quotation on a foreign market to broaden your investor base and trading time zones. We understand the advantages of trading your company on multiple markets from around the world. We are happy to discuss your plans with you and help with contacts to expedite the process. What are the next steps? If you are considering listing as a succession planning option we would welcome the opportunity of discussing your plans, listing options and NSX as a solution. For further information please contact: Ian Craig l Companies Manager NATIONAL STOCK EXCHANGE OF AUSTRALIA Tel: Mob: [email protected] Do I need to have a nominated adviser to migrate to NSX? Yes. However, since you are familiar with continuous disclosure obligation you can elect to have two members of your senior management act as your Nominated Adviser.

10 08 MIGRATION TO an NSX listing APPENDIX NSX BROKER AND NOMINATED ADVISER LIST As at 01 October 2012 NSX Brokers List Bell Potter Securities Limited Burrell Stockbroking Pty Ltd Cameron Stockbrokers Limited Canaccord BGF Equities Pty Limited Centre Capital Securities Limited Dayton Way Financial Pty Ltd DJ Carmichael Stockbrokers E.L. & C. Baillieu Stockbroking Ltd Macquarie Equities Limited Ord Minnett Limited Patersons Securities Limited Pritchard & Partners Pty Ltd RBS Morgans Limited Shaw Stockbroking Strategem Investment Services Pty Ltd Taylor Collison Limited Triple C Consulting Pty Ltd NSX Adviser List Addisons Allens Arthur Robinson Baker & McKenzie Baron Partners Limited BGS Capital Management Pty Ltd Burrell Stockbroking Pty Ltd Business growth Strategies Pty Ltd Cameron Stockbrokers Limited Clayton Utz Collins Street Group Pty Ltd Crowe Horwath Corporate Finance DKF Richard Hill DLA Piper Fox Tucker Lawyers Herbert Geer Holman Webb Lawyers HopgoodGanim Lawyers Lawler Hacketts Corporate Advisory Pty Ltd Martin Place Securities Pty Ltd The MBA Partnership Pty Ltd McCullough Robertson Lawyers Minter Ellison Gold Coast Morgan Cradock Pty Ltd nem Australia Pty Ltd Norton Rose Oakhill Hamilton Pty Ltd Pointon Partners Pritchard & Partners Corporate Finance Pricewaterhouse Coopers Australia Sekel Oshry Lawyers Sparke Helmore Lawyers Steinepreis Paganin Taylor Collison limited Varrasso & Associates Walker Wayland Services Pty Ltd

11 We offer a compelling listing solution at a fair price THE NATIONAL STOCK EXCHANGE OF AUSTRALIA 09

12 Tel +61 (0) Tel +61 (0) THE NATIONAL STOCK EXCHANGE OF AUSTRALIA 09