ASX is proposing Listing Rule changes which may affect listed entities planning to undertake dilutive acquisitions or to change their ASX listing status. ASX has also released its FY27 enforcement priorities and review focus areas, which all listed entities should be aware of.
Proposed ASX Listing Rule changes – shareholder approval reform for dilutive acquisitions and listing status changes
In October 2025, ASX announced a public consultation on whether shareholder approval requirements in the ASX Listing Rules should be updated for certain transactions that can have significant impact on shareholders, including dilutive acquisitions and listing status changes by dual-listed entities. We reported on the ASX consultation here.
On 17 June 2026, ASX released its response to the consultation feedback received. The response paper sets out ASX’s proposed way forward and includes an exposure draft of the proposed amendments to the Listing Rules and Guidance Notes. In short, ASX is proposing to adopt reforms for dilutive scrip acquisitions and listing status changes, but will not pursue broader expansion of shareholder approval requirements for significant transactions generally.
Submissions on the response paper are due on 29 July 2026.
| Consultation area | Feedback received | ASX’s response |
|---|---|---|
| Change of admission category to ASX Foreign Exempt Listing | Strong support for requiring shareholder approval given the permanent reduction in shareholder protections available under the ASX Listing Rules. |
Proposed new Listing Rule. ASX proposes to introduce a new Listing Rule requiring ordinary shareholder approval to be obtained for a change in admission category from an ASX Listing to an ASX Foreign Exempt Listing. ASX will retain a narrow exemption for qualifying NZ listed entities. |
| Voluntary delistings | Clear majority support for shareholder approval given the impact of delisting on access, liquidity and ongoing regulatory protections, and the need to respect shareholder expectations of a continued ASX Listing. |
Proposed new Listing Rules. Key aspects of the existing voluntary delisting framework will be elevated to the Listing Rules. Shareholder approval will generally be required for dual-listed entities that are first listed on ASX. Approval will not be required if post-delisting the entity’s ASX quoted securities will continue to be readily tradeable on the foreign exchange, in one or more of the following circumstances:
|
| Bidder shareholder approval of share issues for takeovers and mergers (Listing Rule 7.2 Exceptions 6 and 7) | Broad support for stronger shareholder protections against dilution from material scrip-funded acquisitions, although views differed on the appropriate cap and scope. There was also broad support for a jurisdiction-neutral framework applying equally to domestic and foreign regulated transactions. |
Proposed changes to Listing Rule 7. ASX proposes to introduce a 25% cap on the amount of scrip-funded consideration that an S&P/ASX300 entity can issue in a regulated takeover or merger without shareholder approval. Shareholders may approve a higher or lower cap in advance (via the constitution or by ordinary resolution for up to 3 years). Entities outside the S&P/ASX300 will retain the existing exceptions (subject to the current 100% reverse takeover restriction).Once shareholder approval is obtained, a listed entity will have up to 12 months to issue the securities. ASX also supports a jurisdiction-neutral approach and will apply Exceptions 6 (issue of securities as scrip consideration under a takeover bid or scheme of arrangement) and 7 (issue of securities to fund the cash consideration under a takeover bid or scheme of arrangement) consistently to regulated transactions under Australian or foreign law. |
| Shareholder approval for significant transactions (Listing Rule 11.1.2) | A clear majority of submissions did not support extending shareholder approval requirements to a broader range of significant transactions. |
No changes proposed to Listing Rule 11 at this time. |
ASX’s FY27 enforcement priorities
On 26 June 2026, ASX Supervision (formerly ASX Compliance) released its first Listed Entity Supervision Report, as part of its effort to be more proactive, risk based, visible and transparent in its supervision.
The report provided an overview of ASX’s supervisory and enforcement activities in FY26, and an insight into ASX’s likely focus areas in FY27.
ASX also reported on the outcome of its recent targeted reviews and focus areas include earnings surprises, committee compositions, investor presentations, and cryptocurrency treasury strategies and stock promotion services.
Focus areas for FY27
- Disclosure under Listing Rule 3.1 and Chapter 5 of the Listing Rules: ASX’s focus areas for FY27 will include continuous disclosure by all listed entities, and disclosure of reserves and resources by mining entities. ASX noted that it has been actively shifting to a supervisory model where it will focus more on ongoing patterns of behaviour rather than individual announcements, except where there is evidence that a defective announcement has created a potential false market after it is released. ASX will only review and comment on announcements prior to release in limited circumstances, and will be more focused on the entity’s behaviour over time and the market’s reaction to its announcements after release.
- Continuous disclosure – ramping as a course of conduct: Matters that ASX will consider in identifying whether an entity has engaged in a problematic pattern of behaviour include the timing of release of their announcements (e.g. proximity to capital raising or during a period when the entity is making limited substantive progress in its operations), the number of announcements released, whether the entity has accurately characterised their announcements as sensitive, whether their announcements contain any new information and whether ASX has previously raised concerns about their announcements. ASX’s concerns are heightened when an entity’s disclosure practices appear to be aimed at supporting a placement price, maintaining post-capital raising trading levels, or inducing speculative interest rather than informing the market of material developments.
ASX also plans to undertake the following reviews in FY27:
- Admission-related review – private credit: ASX intends to conduct a review of listed entities that provide investors with exposure to private credit. When ASX admitted these entities to the Official List, ASX placed emphasis on the arrangements these entities had put in place to meet their continuous disclosure obligations. ASX intends to conduct a review of post-admission disclosure compliance by these entities.
- Key shareholder approval rules: ASX intends to conduct targeted reviews of compliance with the placement capacity requirements in Chapter 7 of the Listing Rules and the rules around transactions with a person in a position of influence in Chapter 10 of the Listing Rules.
- Simultaneous disclosures by Foreign Exempt entities: ASX has previously conducted target reviews of disclosure requirements for ASX Foreign Exempt Listings and was generally satisfied with compliance with the requirements relating to trading halts and suspensions. However, ASX considered compliance with simultaneous disclosure requirements could be improved, and has flagged to Foreign Exempt entities a targeted review on this in FY27.
- Repeat non-compliance: ASX intends to conduct a backward-looking review assessing listed entities with demonstrated patterns of repeated non-compliance with Chapters 3, 4, 5, 7, 10 or 12 of the Listing Rules.
- Investigative study of biotechnology disclosure: ASX intends to review specific issues that arise in relation to biotechnology and life science entities to help inform consideration of whether further guidance and market education is required. This will include an examination of the handling of clinical or trial data held by third parties (such as principal investigators), the need to manage the peer review process of potentially market-sensitive information while maintaining confidentiality, and industry practices of releasing results at scientific conferences, which may give rise to continuous disclosure issues.
What listed entities should do now
Listed entities should review their disclosure procedures to ensure that their announcements are appropriately classified and contain new, substantive information. They should also review their Listing Rules compliance processes.
If you have any concerns or questions about ASX’s proposed changes to the Listing Rules or its enforcement approach, please contact Addisons’ Equity Capital Markets Team.