ASIC restricts three listed companies from issuing a reduced-content prospectus

ASIC

ASIC has restricted XTC Lithium Limited (XTC), My Rewards International Limited (MRI) and Range International Limited (RAN) from issuing a reduced-content prospectus for 12 months after they failed to lodge financial and other reports in line with their obligations.

ASIC’s determinations mean that XTC, MRI and RAN will not be able to rely on the reduced-disclosure rule under section 713 of the Corporations Act and instead must issue a full prospectus if they wish to raise funds from retail investors.

ASIC considers the ability to use a reduced-content prospectus a privilege dependent on a company’s compliance with the law. Lodging financial reports on time, that have been audited in accordance with the auditing standards, is a fundamental obligation for listed companies. Where these obligations are not complied with, ASIC can make determinations to exclude them from relying on reduced-content prospectus relief. This is to ensure that retail investors have access to fulsome, accurate and up to date information (including financial information) before deciding whether to invest in a company.

XTC, MRI and RAN have the right to appeal to the Administrative Appeals Tribunal for review of ASIC’s decision.

Background

ASIC made the determinations under section 713(6) of the Corporations Act, excluding XTC, MRI and RAN from relying on section 713 of the Act for 12 months because:

  • XTC failed to lodge its financial report, directors’ report, and auditor’s report for the half-year to 31 December 2023 within 75 days
  • MRI failed to lodge its financial report, directors’ report, and auditor’s report for the half-year to 31 December 2023 within 75 days and, failed to have its annual report for the year ended 30 June 2023 audited as required because the auditor’s report included a disclaimer of opinion by the auditor, indicating that the auditor did not form or express an opinion about the financial report
  • RAN failed to have its lodged financial reports audited as required for the financial years ended 31 December 2022 and 31 December 2023 and, its half year financial report for the half-year to 30 June 2023 because they included disclaimers of opinion by the auditor, indicating that the auditor did not form or express an opinion about the respective financial reports.

XTC, MRI and RAN securities are currently suspended from being traded on ASX Limited.

XTC is restricted from lodging a reduced-content prospectus until 4 April 2025.

MRI is restricted from lodging a reduced-content prospectus until 2 May 2025.

RAN is restricted from lodging a reduced-content prospectus until 9 May 2025.

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