2. DEFINITIONS In these Rules, the following expressions have the meaning set out below, unless the context requires otherwise: Expression Act announcement applicant approved settlement facility the Corporations Act 2001 (Cth). any announcement or other disclosure of information made by the listee or APX, in accordance with the Rules. an entity or person seeking admission as a market participant. a CS Facility approved by APX as an approved settlement facility and specified in the APX Asia Pacific Stock Exchange Limited (ABN 19 080 399 220). APX Compensation Fund the compensation fund described in Rule 9.2. APX decision the meaning given to it in Rule 13.1. APX enforcement determination APX Investigations Officer the meaning given to it in Rule 13.1. a person appointed by APX as an APX Investigations Officer for the purposes of these Rules. APX Fidelity Fund the fund described in Rule 9.3. APX market a market for securities and managed investment products operated by APX. APX person the meaning given to it in Rule 15.17. APX website ASF participant ASF Operating Rules ASIC the website established by APX for the communication and dissemination of information regarding its market as specified in the a person admitted as a settlement participant of an approved settlement facility under the ASF Operating Rules. the operating rules of an approved settlement facility. Australian Securities and Investments Commission. ASX ASX Limited (ABN 98 008 624 691). ASX Clear ASX Clear Pty Ltd (ABN 48 001 314 503). auditor Australian ADI Australian financial services licence authorised person bid the same meaning as "registered company auditor" in section 9 of the Act. an ADI (authorised deposit-taking institution) other than a foreign ADI within the meaning of the Banking Act 1959 (Cth). the meaning given to it in section 761A of the Act. an offer to purchase a quantity of quoted securities at a price submitted by electronic message to the trading system. bidder in relation to a takeover bid, the same meaning as in section 9 of the Act; and in relation to a foreign takeover or a scheme of arrangement, the entity or entities which, in the opinion of APX, is or are in a similar position to a bidder under a takeover bid. 09 March 2015 APX Business Rules 4
bonus issue business day a pro rata issue of securities to holders of quoted securities for which no consideration is payable by them. a day that is not a Saturday, Sunday, New Year's Day, Australia Day, ANZAC Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that APX notifies market participants is not a business day. buying market participant in relation to a securities transaction that is entered into through the trading system, the market participant that entered the purchase order into the trading system that resulted in that securities transaction; call cancellation class in relation to a securities transaction that is not entered into through the trading system but is reported to APX, the market participant that is reported to APX to be the buying market participant in respect of that securities transaction. in relation to partly paid securities, a call is an obligation to pay an amount of outstanding capital on a partly paid security upon being called. the cancellation, withdrawal or deletion of any bids or offers in the trading system. securities are in the same class only if the same rights and obligations attach to them. client disclosure document the meaning given to it in Rule 6.1. condition conditional market conditional sale contributing security conversion convertible a condition: which is specified by a listee or a vendor pursuant to Rules 5.46 to 5.47; the satisfaction of which may not be influenced by the buyer or the disposer of the securities the subject of the sale; and which is prerequisite to: (i) (ii) the allotment by a listee of the securities the subject of that sale; or the transfer by a vendor pursuant to a prospectus offering to the disposer from whom title is reliant, of the securities the subject of that sale. an APX market declared by APX to be a conditional market pursuant to Rule 5.45. a sale which is conditional on fulfilment of a condition and made on a conditional market. quoted security that is a partly paid share in a no liability company. converting a security of one class to another.class and includes the exercise of an option to subscribe for a security includes exercisable. convertible securities corporate action covered loss a loss described in Rule 9.24. securities which are convertible by the holder, or automatically by their terms of issue, into equity securities and includes options. action taken by a listee of securities for the purpose of giving an entitlement to security holders of a class of securities. 09 March 2015 APX Business Rules 5
cross or crossing in relation to a transaction in quoted securities, where a market participant acts: on behalf of both buying and selling clients to that transaction; or on behalf of a buying or selling client on one side of that transaction and as principal on the other side. cum bonus quoted securities traded on the basis that the securities carry an entitlement to a bonus issue of securities by the listee; and cum capital return quoted securities traded on the basis that the securities carry an entitlement to a capital return by the listee; and cum dividend quoted securities traded on the basis that the securities carry an entitlement to the next dividend payable by the listee; and cum entitlement quoted securities traded on the basis that the securities carry an entitlement to rights or securities; and cum interest quoted securities traded on the basis that the securities carry an entitlement to interest; and cum priority quoted securities traded on the basis that the securities carry a general priority, without a specific entitlement, to participate in a new issue of securities; and cum return cum bonus; (d) (e) (f) (g) cum capital return; cum dividend; cum entitlement; cum interest; cum priority; or cum rights, as the context requires. cum rights quoted securities traded on the basis that the securities carry a right to participate in a new issue of securities; and delivery obligation dispatch date the obligation of a market participant to deliver a specified quantity of quoted securities to another market participant or market participants on a settlement day. the date by which a listee is required to have dispatched certificates (or in the case of rights, entitlement and acceptance forms in relation to those rights) or to have entered securities (including rights) into security holder's uncertificated holdings in accordance with the Listing Rules or otherwise as determined by APX and notified from time to time. The Listing Rules set out the last date that a listee can set as a dispatch 09 March 2015 APX Business Rules 6
date. If the listee does not set an earlier date, the last date becomes the dispatch date. dividend includes distributions in specie and liquidation distributions; in the case of a managed investment scheme, distributions. DTR entitlement property (other than securities) or money transferred or paid to a person because they are the holder of a security; or the right that a person has because they are or were the holder of a security includes (without limitation): (i) (ii) (iii) (iv) (v) (vi) a right to be paid an amount or issued with additional securities; a right that arises out of a reduction in share capital, a scheme of arrangement or compromise or a takeover bid; bonus issues; dividendand interest payments; priority issues; and offers under an equal access scheme, and includes a reference to a right, whether existing or future, and whether contingent or not. equity securities ex bonus quoted securities quoted ex bonus on a business day prescribed by APX; and ex capital return quoted securities quoted ex capital return on a business day prescribed by APX; and ex dividend quoted securities quoted ex dividend on a business day prescribed by APX; and ex entitlement securities quoted ex entitlement on a business day prescribed by APX; and ex interest securities quoted ex interest on a business day prescribed by APX; and ex priority securities quoted ex priority on a business day prescribed by APX; and ex return ex bonus; ex capital return; ex dividend; 09 March 2015 APX Business Rules 7
(d) ex entitlement; (e) ex interest; (f) ex priority; or (g) ex rights, as the context requires. ex rights securities quoted ex rights on a business day prescribed by APX; and Fee Schedule financial services licensee foreign takeover GST issuer listee Listing Rules loan security managed investment products Market Integrity Rules market participant marketable parcel matching negotiated transaction normal trading session the list of fees payable to APX under these Rules, published by APX from time to time and set out on APX's website. the holder of an Australian financial services licence (as defined in section 761A of the Act). in respect of a listee incorporated or established outside Australia, an offer to acquire equity securities in the listee which: would, if the listee was incorporated under the Act, be required to be made in accordance with section 606 of the Act; and complies or is required to comply with the relevant legislation in the jurisdiction of incorporation or establishment of the listee. Goods and Services Tax imposed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). the issuer of securities. an entity that has been admitted to the official list of APX. the listing rules of APX. the meaning given to it in the Market Integrity Rules the meaning given to it under Chapter 7 of the Act. means ASIC Market Integrity Rules (APX Market) 2013 and any other market integrity rules made by ASIC applicable to the APX market pursuant to section 798G(1) of the Act. a company that is admitted as a market participant of APX under these Rules and whose admission has not been terminated or whose resignation has not taken effect. in relation to any quoted securities or right in respect of quoted securities, the number of quoted securities set out in the Note: a definition of marketable parcel is required for the purposes of Rule 2.13.1 of the ASX Settlement Operating Rules. the electronic matching on the APX market by the trading system of bid and offers. in relation to a transaction in quoted securities, where: a market participant acts on behalf of a selling client to that transaction or as principal to that transaction; and another market participant acts on behalf of a buying client to that transaction or as principal to that transaction; and the transaction is effected other than by the matching of orders entered into the trading system. the normal trading session described in Procedure 5.11 09 March 2015 APX Business Rules 8
offer officer official list option order paid partly paid security principal Procedures pro rata issue quotation quoted quoted securities reciprocal arrangement recognised overseas exchange record date an offer or asking price to sell a quantity of quoted securities at a price submitted by electronic message to the trading system. the meaning given to it in section 9 of the Act. a quoted option to subscribe for a security granted by a listee. an instruction to purchase or sell quoted securities, or an instruction to amend or cancel a prior instruction to purchase or sell quoted securities. in relation to shares and capital, includes credited as paid. quoted security for which the holder may be liable to pay a call or instalment in accordance with the terms of issue and for which an amount remains unpaid, but does not include a security issued by a no liability company. Note: A partly paid security may be a managed investment product. A partly paid share issued by a no liability company is a contributing security the Procedures of APX published by APX under such name and as may be amended from time. an issue which has been offered to all holders of quoted securities in a class on a pro rata basis. the meaning given to it in section 9 of the Act. in relation to securities admitted to quotation. securities of a listee quoted for trading on APX and, except where the context requires otherwise, includes securities the quotation of which has been suspended, or which are the subject of a trading halt, under the Listing Rules. any agreement or arrangement between APX and any governmental agency or regulatory authority (including, without limitation, another exchange or a clearing and settlement facility) in Australia or elsewhere whose functions include the regulation of trading in securities or commodities (in Australia or elsewhere) which provides for the disclosure of information between APX and the other party in relation to dealings in securities or commodities (in Australia or elsewhere). an exchange approved by APX in its discretion. APX may approve and recognise an overseas exchange if it: is a member of the World Federation of Exchanges (namely, the international organisation of over 50 regulated stock, futures and options exchanges around the world, also known as WFE ); and has listing and operational rules or their equivalents comparable to that of APX as assessed by APX. in relation to quoted securities the meaning given to it in the ASF Operating Rules. related party in relation to public company, the meaning given to it in section 228 of the Act; and relevant person the meaning given to it in Rule 15.42. in relation to an entity that is not a public company, the meaning given to it in section 228 of the Act as if the entity were a public company. 09 March 2015 APX Business Rules 9
renunciation representative the act of transferring title when selling rights to an issue. the meaning given to it in section 910A of the Act. Review Panel a panel appointed by APX under Rule 13.3. scheme of arrangement a scheme of arrangement under Part 5.1 of the Act between a company and its members; and in respect of a listee incorporated or established outside Australia, any similar form of arrangement under the law of the jurisdiction of incorporation or establishment) which has, in the opinion of APX, a similar result to a scheme of arrangement under Part 5.1 of the Act between a company and its members or a takeover bid. securities transaction security security holder a transaction in quoted securities. a security or managed investment product (both as defined in section 761A the Act). holder of quoted securities in a listee. selling market participant in relation to a securities transaction that is entered into through the trading system, the market participant that entered the sale order into the trading system that resulted in that securities transaction; in relation to a securities transaction that is not entered into through the trading system but is reported to APX, the market participant that is reported to APX to be the selling market participant in respect of that securities transaction. settlement agent settlement day short sale an entity approved in accordance with Chapter 8 to act as the settlement agent of a market participant to perform the settlement obligations of that market participant under these Rules in relation to quoted securities. the day on which a transaction is due to be settled in accordance with these Rules. a sale of a quoted security where at the time of sale the seller does not have a presently exercisable and unconditional right to vest the security in the buyer other than by reason solely of the sale constituting a conditional sale. takeover a takeover bid; a foreign takeover; and a scheme of arrangement. takeover bid the meaning given to it in section 9 of the Act. target in relation to a takeover bid, the same meaning as in section 9 of the Act; in relation to a foreign takeover, the listee that is the subject of the takeover; and in relation to a scheme of arrangement, the entity or entities, which in the opinion of APX, is in a similar position to a target company. trade trade error a purchase or sale of quoted securities by a market participant on the trading system. in relation to a securities transaction means an error in a trading message submitted by a market participant or APX to the trading system or other error by a market participant or APX relating to a 09 March 2015 APX Business Rules 10
trading trading halt trading messages trading permission trading screen trading system transfer trust account turnover securities transaction (including a securities transaction which is effected off-market). trading by market participants on the APX market pursuant to these Rules. an interruption to trading in respect of quoted securities which are not subject to a suspension from quotation. messages submitted to APX relating to trading functions, such as orders and the reporting of orders on the trading system. the authority under these Rules of a market participant to submit trading messages to the trading system. Electronic interface, scene, page or group of content of the trading system on an electronic display device. APX s computer system and associated network operated by APX in providing a market for the trading of quoted securities. transfer of title of securities, or any document effecting this (as the context requires). in respect of a market participant, an account with an Australian ADI which satisfies the requirements of section 981B of the Act. in relation to a market participant, the value of all securities transactions executed by the market participant on the APX market. waiver a waiver granted by APX in accordance with Rule 15.6. 09 March 2015 APX Business Rules 11