Post-listing Obligations
Once listed, an issuer owes continuous obligations. This domain tests deadlines, the Model Code blackout and the statutory disclosure duty, which operate alongside each other.
Periodic reporting deadlines
- Annual results announcement: within three months of the financial year end.
- Interim results announcement: within two months of the half-year end (Rule 13.49).
- Annual report to shareholders: within four months of the financial year end; interim report within three months of the half-year end (Rules 13.46 and 13.48).
- Monthly return: within five business days after each month end (Rule 13.25B).
Event-driven obligations
- Rule 13.09 and SFO Part XIVA: inside information must be disclosed as soon as reasonably practicable.
- Rule 13.51: notify the Exchange of changes in directors, supervisors, chief executive, company secretary or auditors, with biographical particulars.
- Notifiable and connected transactions: announcements, circulars, independent financial adviser opinions and independent shareholders' approval as applicable.
- Model Code (Appendix C3): directors may not deal during the 60 days before the annual or interim results announcement, or 30 days before quarterly results, unless exceptional circumstances apply and the chairman gives prior clearance.
Keeping the listing
- Rule 13.24 requires sufficient operations or assets; failure can lead to suspension and, ultimately, delisting.
Worked example
A director buys shares 45 days before the annual results announcement. This breaches the Model Code, because the blackout runs for the 60 days before the announcement until the results are published. The exception requires exceptional circumstances, such as a pressing financial obligation, plus prior clearance from the chairman, and the director should not deal on inside information in any event.
Traps that cost marks
- Mixing the three-month results deadline with the four-month annual report deadline.
- Treating Part XIVA as a director-only duty; the disclosure obligation sits on the listed corporation, with directors required to take reasonable measures.
- Forgetting monthly returns.
- Assuming a blackout can be waived by the board generally rather than through the chairman's clearance process.