Revisions to ASX Guidance Note 1 (Applying for Admission)

Summary

On 16 May 2025, the ASX released a compliance update which detailed, among other things, its proposed revisions to Guidance Note 1 Applying for Admission – ASX Listings (GN1). GN1 provides guidance to entities who intend to apply for admission to the official list of ASX in relation to the listing application process.

These changes clarify some aspects of the listing application process, in particular for early-stage companies in the technology, biotechnology and medical technology sectors.

A summary of notable changes to GN1 is set out below.

1. The application process as it relates to early-stage companies clarifies that ASX is likely to exercise its discretion not to admit an applicant to ASX where (among other things):

• the applicant has controlling shareholders or a majority of directors who reside in jurisdictions (in addition to “main business operations” previously identified in GN1) which the ASX finds problematic (e.g., with lesser legal, regulatory or judicial standards or which have a heightened risk of money laundering or which are experiencing war or civil unrest);
• an adviser involved in the application (or its representatives or its associates) are receiving fees and benefits from their involvement in application and related transactions which appear to ASX to be “disproportionately high compared to the funds being raised”; or
• in addition to engaging an experience broker or financial adviser to assist with capital raising, the applicant has not provided ASX with a credible plan for raising funds sufficient to meet the minimum subscriptions, free float and spread requirements.

2. The requirement for an entity to have a structure and operations appropriate for a listed entity will not preclude an entity which:

• has a proposed business which is “little more than a concept or idea”, instead limiting the rejection of such entities to those which, in the view of ASX, have a business in their early stages which have not developed to a point where listing is appropriate (with additional guidance for early-stage entities discussed in more detail below); or
• is not an investment entity but still has a non-operating or minority interest in assets or businesses that form a significant part of its listing proposition.

3. GN1 now emphasises that foreign entities (i.e., those with “significant business operations” outside of Australia) should undertake early engagement with ASX prior to lodging their application for admission to ASX.

4. GN1 now states that ASX will typically take four to six weeks to process a standard initial listing application (as opposed to a pathfinder / fast track listing application described below), once an applicant has provided ASX with a properly completed initial listing application accompanied by all other required supporting documentation (emphasis added).

5. It explicitly states that an applicant may only use the fast track / pathfinder listing pathway (which enables ASX to “front end” its review of the applicant’s listing application and results in a decision on the listing application typically being reached two weeks after formal lodgement of the applicant’s prospectus / PDS with ASIC (rather than four to six weeks after the date that the prospectus / PDS is lodged with ASIC)) where:

• ASX agrees; and
• the entity is expected to have an initial market capitalisation of at least $100m and is not expected to have any securities subject to ASX-imposed escrow at the time it is admitted.

6. GN1 now emphasises that the applicant has an obligation to keep ASX Listings Compliance apprised of the progress of any offer of securities which is undertaken in connection with its listing and the impact those processes may have on its timetable for listing.

It is noteworthy that ASX has amended GN1 to more clearly define the limited availability of the fast track / pathfinder listing application process given the possible streamlining of the listing application process was highlighted in ASIC’s recently published private markets discussion paper as a possible response to the shrinking of the ASX.

Assessment of suitability for “early stage technology applicants”

The revised GN1 details ASX’s approach to assessing the suitability of an applicant’s business for listing, now setting out positive and negative factors as shown in the table below.

The updated GN1 further states that where applicant is from biotech / medtech sector ASX will be focused on:

• whether the applicant has secured the key licenses or government approvals required to operate its business; and
• the status of any planned or required clinical trials (and other specifics related to the same),

and in all cases ASX will expect the applicant to demonstrate a clear path towards commercialisation and clear plans to use funds raised to advance the business.

Key takeaways

• Applicants for listing on ASX which are “early stage technology applicants” should be prepared to ensure their applications reflect (and take advantage of) the new guidance provided in GN1.
• Applicants should ensure that their listing applications do not include fees paid to advisers which are “disproportionately high” or which otherwise offend the new ASX guidance (though where exactly the line will be drawn remains unclear).
• The new guidance from ASX appears to suggest that ASX is taking a more relaxed approach to early-stage applicants in relation to their operations and suitability for listing where the applicant is an early-stage business or where a significant part of its listing proposition is its non-operating or minority interest in assets or other businesses (provided that other requirements for suitability are met).
• Applicants who wish to use ASX’s fast track listing application process (via a pathfinder prospectus) will only be able to do so where agreed by ASX and where they meet the minimum market capitalisation requirement and will have no securities subject to ASX-imposed escrow upon listing. As noted above, this is not necessarily consistent with the suggestions being made (including by ASIC) to streamline the IPO process pursuant to its discussion paper on private markets.