ASX changes compliance rules after tech startup troubles

A slew of issues with recently listed tech startups has led the Australian Securities Exchange (ASX) to up its disclosure and compliance obligations to better protect investors, but the move has added another layer to the already stringent listing requirements for companies seeking to go public.

“Recently there have been a number of incidents where the disclosures by listed entities about their contractual arrangements with customers have fallen short of the required standards,” the ASX said in a market update.

This includes “misrepresenting customer contracts as being “material” or with other superlatives when plainly they are not” and “announcing what appears to be a material customer contract without disclosing that it is subject to a trial period”.

The mentioned incidents allude to issues revealed regarding delivery and logistics startup GetSwift, after an investigation by Fairfax raised concerns the company had failed to update the market when it had lost significant contracts with other

The ASX exchange has now implemented a new passage in its listing guidance, noting that “whenever possible”, announcements should contain “sufficient detail for investors or their professional advisers to understand its ramifications and to assess its impact on the price or value of the entity’s securities”.

This includes the customer’s name, the contract’s term, the nature of the contract in terms of products or services supplied, and any conditions needed to be satisfied before the customer is bound to the terms of the contract.

The ASX also issued a stern warning to companies regarding forward-looking statements associated with things such as projected revenue from customer contracts, saying such statements about projected revenue or any other proxy for revenue “must have a reasonable basis in fact or else it will be deemed to be misleading”.

“Whenever ASX detects this sort of behaviour it will not hesitate to suspend the entity, query it and require it to correct any inadequate or misleading disclosures. It will also refer the entity to ASIC for consideration of regulatory action,” it said.

Furthermore, the ASX also updated its good fame and character requirements, meaning all directors or proposed directors for both front and back door listings must now provide proof of their good character, such as a national criminal history check.

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