Listing & Admission Principals
The Listing Rules
PNGX Markets Limited (“PNGX”) is a stock exchange approved by the Securities Commission of PNG. PNGX offers a market for trading securities. Trading takes place through member organizations of PNGX. PNGX constitution and business rules govern stockbrokers’ relationships with PNGX, with each other and with clients. PNGX supervises the market for trading securities issued by listed entities. One way it does this is by setting standards for the behavior of listed entities through its listing rules.
PNGX listing rules govern the admission of entities to the official list, quotation of securities, suspension of listed securities and removal of entities from the official list (delist). They also govern disclosure and some aspects of a listed entity’s conduct. Compliance with the listing rules is a requirement for admission to the official list. It is also a requirement under the contract that an entity enters into on being admitted.
The listing rules are not just binding contractually. They are enforceable against listed entities and their associates under the Securities Act 1997. See section 24 of the Securities Act 1997. The listing rules create obligations that are additional, and complementary, to obligations pursuant to the underlying law and statutory obligations.
PNGX constitution gives the board of PNGX the power to make listing rules. Under Section 21 of the Securities Act 1997, listing rule amendments must be lodged with the Securities Commission. They are subject to dis-allowance by the Securities Commission.
Inquiries concerning admission to the official list are welcome and entities considering applying for admission are invited to consult with PNGX. Entities may also wish to consult their stockbrokers or other professional advisers.
PNGX Markets’s objectives
The objectives of PNGX include:
- providing a fair and well-informed market for financial securities; and
- providing an internationally competitive market.
PNGX listing rules are a key element in meeting PNGX objectives. They deal with listing and + quotation, market information, trading and settlement, and general supervisory matters and have been adopted to meet the requirements of section 20(2)(c) of the Securities Act 1997.
The principles on which the listing rules are based embrace the interests of listed entities, maintenance of investor protection and the need to protect the reputation of the market.
The principles are as follows.
- Minimum standards of quality, size, operations and disclosure must be satisfied.
- Sufficient investor interest must be demonstrated to warrant an entity’s participation in the market by having its + securities quoted.
- + Securities must be issued in circumstances which are fair and reasonable to new and existing + security holders and the company.
- + Securities must have rights and obligations attaching to them that are fair to new and existing + security holders.
- Timely disclosure must be made of information which may affect + security values or influence investment decisions, and information in which + security holders, investors and PNGX have a legitimate interest.
- Information must be produced according to the highest standards and, where appropriate, enable ready comparison with similar information.
- The highest standards of integrity, accountability and responsibility of entities and their officers must be maintained.
- Practices must be adopted and pursued which protect the interests of + security holders, including ownership interests and the right to vote.
- + Security holders must be consulted on matters of significance.
- Market transactions must be commercially certain.
Application of the listing rules
PNGX has an absolute discretion concerning the admission of an entity to the official list (and its removal) and the quotation of it’s securities (and their suspension). PNGX also has discretion whether to require compliance with the listing rules in a particular case (ie, apart from waiving the rules). In exercising its discretion, PNGX takes into account the principles on which the listing rules are based.
PNGX may also waive compliance with a listing rule, or part of a rule, unless the rule in question says otherwise. The listing rules necessarily cast a wide net. However, PNGX does not want to inhibit legitimate commercial transactions that do not undermine the principles on which the listing rules are based.
If PNGX decides to grant a waiver, it may do so on conditions. The conditions must be complied with for the waiver to be effective. Waivers are published by PNGX periodically and are also advised to the Securities Commission.
The listing rules themselves are to be interpreted:
- in accordance with their spirit, intention and purpose;
- by looking beyond form to substance; and
- in a way that best promotes the principles on which they are based.
If an entity does not comply with the listing rules, its securities may be suspended from quotation or it may be removed from the official list.
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