We’re Three Years OId!
It’s hard to believe but Elevate Legal turned three in October 2019.
In that time we’ve supported more than 70 clients, on more than 110 separate projects, and attended 156 board meetings with 10 different clients. (That’s one a week, and doesn’t even count the committee meetings!)
We are honoured to work with so many fantastic people doing amazing things. Many thanks to our clients and supporters, and we look forward with excitement to the next three years and beyond.
Best Wishes
Andrew, Roxie & Yee
Amaero International IPO
Congratulations to our client Amaero on their successful IPO.
Amaero is a local Australian company specialising in the manufacturing of large format complex components in metal using laser-based additive manufacturing processes. Additive manufacturing is commonly known as 3D printing, a process builds three-dimensional objects layer-by-layer. The advantages of manufacturing using 3D printing include the ability to produce complex shapes and faster production cycles.
We began working with Amaero as outsourced company secretary in 2017. Over the last few months we’ve been busy helping the Board and management through a corporate restructure and fundraising, expanding into the USA, signing several milestone commercial contracts, and finally the IPO process.
We look forward to seeing Amaero list on the ASX in the next couple of weeks under the code 3DA.
What else is keeping us busy
Here’s some other projects we’ve worked on with our clients over the last few months.
If you’re looking for similar solutions please get in touch.
- Selective share buybacks for several clients.
- Online distribution / sales agent agreements.
- Outsourced product design and manufacturing agreements and intellectual property issues.
- Helping several early stage companies with capital raising – including term sheets, SAFE agreements, share issue agreements and shareholder agreements.
- Navigating disagreements between business partners.
- Preparing, reviewing and advising on lots of commercial contracts.
Client spotlight
Each newsletter we profile one of our clients doing amazing things.
In this edition, we’re proud to feature Livewire Markets.
Livewire is Australia’s fastest-growing investment website, showcasing ideas and strategies from hundreds of the country’s most credible and respected fund managers and investment professionals – all on the one platform. Each month, more than 150,000 engaged investors and advisors visit Livewire to access informative insights such as market trends, stock-specific commentary, macro themes and investment strategies.
Elevate Legal began working with co-founders Tom McKay and James Marlay in 2017, and we look forward to continuing to provide legal support for their business growth.
Legal briefing
Whistleblower policies
In our past few newsletters we’ve noted that all public companies and large proprietary companies must have a whistleblower policy in place, and available to their staff, by 1 January 2020.
ASIC has released a guide for companies, explaining what these policies need to include. ASIC has also granted relief to public companies that are not‑for‑profits or charities with annual revenue of less than $1 million – these companies are not obliged to have a whistleblower policy.
ASIC Regulatory Guide 270 is available here.
If you would like help to create your whistleblower policy, please contact us.
New ASX Listing Rules
The ASX has revised several of its listing rules and guidance notes, with effect from 1 December 2019. Some of the changes worth noting are:
- Companies that currently provide quarterly cashflow reports will now have to expand this to a general update on their business activities, including reporting against the use of funds statement in its prospectus and explaining any related party payments.
- Notices of meeting must now include more detailed disclosures.
- Tougher voting exclusions at shareholder meetings
- The additional 10% placement capacity can now only be used to issue shares for cash, not non-cash consideration (e.g. an acquisition).
- New concepts of “substantial (10%) holder” and “substantial (30%) holder” for transactions with a person in a position of influence, in addition to the current substantial holder definition
- The ‘good fame and character’ requirement is extended to the CEO and CFO, not just directors.
- Changes to the mandatory escrow provisions
- Tougher working capital test – entities seeking admission under the asset test must have at least $1.5 million in working capital at the time of admission. (You can no longer count budgeted future revenue.)
- A company’s ASX liaison officer must pass an online listing compliance course (this comes into force on 1 July 2020).
Full details of the changes including mark-ups showing the changes to the rules and guidance notes, are available on the ASX website.
Consumer Data Right
After a long gestation, the legislation underpinning the roll-out of open banking in Australia was passed in August 2019. The Treasury Laws Amendment (Consumer Data Right) Act 2019 (CDR) becomes enforceable from 1 February 2020. This law provides the basis for open data and data portability for consumers of banking services, as the first industry to be regulated, with energy, telecommunications and other sectors likely to follow.
The new laws allow consumers to access their data in a usable form and to direct a business to securely transfer that data to an accredited data recipient – for example, making it far easier (in theory) to switch between banks. The ‘Big Four’ Australian banks are the first ones to be subject to the laws, from February 2020, with other banks having an extra 12 months.
More information is available at the Australian Treasury website and the ACCC website.
Share Purchase Plans now up to $30k
ASIC allows companies listed on the ASX to raise capital without issuing a prospectus or other disclosure document, under share purchase plans (SPPs). The relief is subject to certain conditions, including a cap on how much each shareholder can invest under SPPs. The previous cap was $15,000 in any 12-month period. In August 2019 ASIC increased this cap to $30,000. This is good news for smaller listed companies, as SPPs are a cost effective and flexible way of raising capital from existing shareholders.
Diversions
A glorious last day in September. Need we say more?
Best wishes to all for a happy and safe end of year and summer holiday period.
