Updated ASX waiver disclosure requirements: what listed entities need to know

The Australian Securities Exchange (ASX) has announced material changes in its approach to the public disclosure of waivers from the Listing Rules. Phased in from September 2025, these reforms are designed to enhance market transparency and consistency and appear to be a direct response to growing investor concern over the lack of disclosure in recent high-profile cases, most notably the waiver of ASX Listing Rule 7.1 granted to James Hardie Industries (ASX:JHX).^[1] 

Current disclosure practices

Historically, ASX has published details of waivers bi-monthly on the ASX waiver register available on its website, typically 5-8 weeks after the waiver is granted. While some waivers include a condition requiring the applicant to disclose the waiver and its terms to the market, the application of such conditions has not been consistent. 

New standard disclosure condition

From September 2025, ASX will introduce a standardised disclosure condition for all waivers. Under this new regime, listed entities will be required to:

• disclose the nature and effect of any waiver that has been granted; and
• explain the reason for seeking the waiver. 

The disclosure must be made to the market within one business day of receiving the waiver from ASX, via the market announcements platform. ASX will apply this condition to all waivers granted from September 2025 onwards, and may apply it to waivers granted from 11 August 2025 on a case-by-case basis.

Exception for confidential and incomplete proposals 

ASX recognises the potential commercial sensitivity of premature disclosure. Accordingly, where a waiver relates to a confidential and incomplete proposal or negotiation, disclosure may be deferred. However, the waiver must be disclosed no later than the announcement of the underlying transaction.

Importantly, all waivers will still be published in ASX’s waiver register, regardless of the status of the relevant transaction. Therefore, entities concerned about early disclosure should consider seeking in-principle advice before submitting a formal waiver application. 

Changes to waiver applications 

From 11 August 2025, all waiver applications, whether standard or non-standard, must include a draft market announcement that sets out:

• the nature and effect of the waiver; and
• the reason for seeking it. 

If the waiver is granted, the entity must release this statement within one business day (unless the waiver relates to a confidential and incomplete matter), either as a standalone announcement or as part of a broader disclosure of a transaction. 

Implications for listed entities

To ensure compliance with the new regime, listed entities should:

1. include a draft market announcement with all waiver applications;
2. for waivers involving confidential or incomplete proposals, consider seeking in-principle advice to manage timing and confidentiality concerns; and
3. review the updated ASX Guidance Note 17, which now reflects the new disclosure obligations and provides further clarity for applicants.

These reforms mark a significant shift in ASX’s waiver framework, reinforcing its commitment to transparency and investor confidence.

For further details, refer to ASX Compliance Update no. 08/25, ASX’s media release, or contact our team. 

This article was written with the assistance of Mitchell Coote (Senior Associate) and Emmanuelle Bouris (Graduate).

^{[1] ASX Waiver Number WLC250031-001 dated 24 March 2025.}