RGC REGRAT: June 2025 Edition

In focus this edition: ASIC & ASX disclosure interventions and lessons learned classifying market-sensitive announcements.

FY2025 Ends Quietly but Fundamentals Remain the Focus

While ASIC and ASX headlines in June were dominated by new inquiries and reform, when it came to transaction regulation, the end of the financial year ended quietly.

But there were still clear messages for directors, company secretaries, and compliance professionals: timeliness, materiality, and accuracy remain the cornerstone of disclosure integrity.

ASX Stays Sharp

Throughout June, ASX issued 25 price queries to 24 companies and received responses to 5 ASX Aware letters questioning the content and timing of market announcements.

The issues flagged in the ASX Aware letters weren’t new but reinforced familiar themes: timing and clarity of director changes (ASX:EEL), delays announcing operational incidents (ASX:MVF), variations from earnings guidance (ASX:OFX), and supporting forward-looking statements with reasonable grounds (ASX:IIQ).

ASX continues sending a clear message to companies that if it’s market-sensitive, it must be disclosed accurately and promptly.

ASIC’s Low-Key Oversight of New Listings

ASIC maintained a light touch on IPOs in June, issuing just one exposure period extension and prompting three replacement prospectuses.

Sustainable waste and energy firm Infragreen was directed to clarify forecast assumptions and revise definitions. Meanwhile, SAP-driven tech start-up Stepchange underwent an extended exposure period and required to update disclosures relating to its business model, material contracts, and financial assumptions.

Minimal Turbulence for Virgin Relisting

Virgin Australia's relisting was the largest new offer for the month, attracting close attention as can be expected for a private-equity-backed return to the ASX.

Despite the scrutiny, its replacement prospectus required only minor amendments to risk disclosures, adding more detail on the competition it faces from the Qantas Frequent Flyer program, clarification of aircraft delays and slot allocations, and acknowledgment of the potentially significant influence of Bain Capital's BC Hart and Qatar Airways on the airline's future strategy and direction.

Governance Spotlight: Victor Group’s Disclosure Stumble

Victor Group Holdings Limited (ASX:VIG) offered a cautionary example in tagging market-sensitive disclosures. Following a trading halt initiated on 28 May and extended on 30 May, VIG announced on 5 June the acquisition of a 15% minority interest in unlisted entity iRich Finance Pty Ltd on 16 May—tagging the announcement as market-sensitive.

In response to a pointed ASX Aware letter, VIG was left with two options: acknowledge awareness of price-sensitive information from 16 May and justify delaying the trading halt request until 28 May, or assert the market-sensitive tag was applied in error. VIG opted for the latter, describing it as a “genuine administrative error.”

That explanation becomes more difficult to reconcile when considering VIG’s decision to enter a trading halt on 28 May—later extended—despite the alleged immateriality of the acquisition.

In its response, VIG argued that post-announcement price stability demonstrated the acquisition was not material. However, the submission failed to reference a 31.7% share price jump between 19 and 23 May, reaching a 12-month high of 0.083c just days after the acquisition.

While some may view this episode as harmless—shareholders benefit, trading levels were low and sentiment generally positive—the regulatory ramifications are more nuanced.

The extended suspension and misclassification of the announcement’s price-sensitive nature raise concerns about disclosure discipline and may complicate trading of the scrip used in the acquisition. However, for the tightly-held VIG familiar with prolonged periods of suspension and already in need of a cleansing prospectus, the practical impact may be minimal.

What is unclear is how iRich Finance perceives the public handling of the announcement.

One governance takeaway from VIG's misstep is certain: timing and transparency are not just technical requirements, they are a fundamental of transaction execution.

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