1. Purpose
These Rules set ongoing disclosure duties for Issuers admitted to IDSX. They seek timely, fair access to material information; minimise selective disclosure and information asymmetry; support informed decisions and prices reflecting available information; manage insider-trading risk; and maintain fair, orderly and transparent markets.
2. Application
These Rules apply to every admitted Issuer unless IDSX approves an exemption or alternative regime, throughout admission, including trading halts or suspensions, corporate transactions, restructuring and a pending delisting application until effective.
3. General Disclosure Obligation
Promptly disclose Material Information to IDSX when aware, unless a narrow exception permits temporary withholding. Do not delay to avoid market reaction, protect price, allow insider trading, await unnecessary approvals, choose a convenient time or gain an unfair commercial advantage.
4. Material Information
Material Information is information about an Issuer or its securities a reasonable investor would likely consider important in deciding to buy, sell, hold, subscribe or otherwise transact, or that could reasonably materially affect price or value.
5. Assessment of Materiality
Assess objectively, considering the information, event magnitude and financial and business effects, investor rights, likelihood, current price and available information, Issuer size and whether a reasonable investor would consider it relevant. No fixed financial threshold is determinative.
6. Information May Be Material Without Immediate Financial Impact
Information may be material before financial impact can be quantified, including licence loss, cyber incidents, regulatory action, litigation, key-management departures, customer loss, technology failure, fraud, control changes or material strategy changes.
7. Awareness of Information
An Issuer is aware when a director, senior manager or disclosure-responsible person knows it, or it comes into the Issuer’s possession and should reasonably have been escalated under internal reporting procedures. Maintain procedures for prompt escalation.
8. Responsibility for Disclosure
The board retains overall responsibility. Designate appropriate persons to identify and escalate potential Material Information, decide whether disclosure is required, coordinate with a Sponsor, prepare announcements and submit them to IDSX.
9. Disclosure Committee
An Issuer may use a disclosure committee or equivalent process involving directors, CEO, CFO, Company Secretary, legal/compliance, investor relations and other officers. No formal committee does not reduce obligations.
10. Examples of Material Information
Examples include results and financial deterioration; acquisitions, disposals, mergers and control changes; financing, capital raising and major contracts; customer or supplier changes; litigation, regulatory matters and licence status; insolvency or liquidity; management changes; related-party transactions; cyber or Digital Security incidents; investor-rights or capital-structure changes; strategy, dividends, impairments and other material events.
11. Financial Performance
Consider disclosure where actual or expected revenue, profit or loss, cash flow, EBITDA or other disclosed measures, working capital, debt, liquidity, asset values or other indicators differ materially from prior market information.
12. Earnings Guidance
Monitor published guidance. If actual or expected outcomes are likely to differ materially, consider and make corrective disclosure as required.
13. Financial Distress
Promptly disclose material distress such as inability to pay, significant debt default or covenant breach, withdrawn financing, serious liquidity problems, receivership or administration, insolvency proceedings, going-concern uncertainty or other material instability.
14. Capital Raising
Material activity may include new shares, rights offers, private placements, convertible securities, debt, Digital Security or substantial tokenised-security issuance and other capital transactions.
15. Changes in Capital Structure
Disclose material issuance or cancellation, buybacks, splits, consolidations, conversions, redemptions, dilution and other changes to holders’ rights or relative interests.
16. Acquisitions and Disposals
A sufficiently definite material transaction may require disclosure of its nature, consideration, assets, strategic effect, financing, conditions and expected timetable.
17. Material Contracts
Entry, amendment or termination may require disclosure based on value, operational or strategic importance, counterparty dependency, revenue, future operations and termination consequences.
18. Customers and Suppliers
Potential material matters include gaining or losing a major customer, materially reduced customer activity, loss of a critical supplier, major supply disruption or changed commercial dependency.
19. Changes in Directors
Disclose appointment, resignation, removal or death under IDSX requirements, including name, position, effective date and other required information where appropriate.
20. Senior Management Changes
Material changes may involve CEO, CFO, COO, CTO, CRO, other significant executives or equivalent roles.
21. Change of Control
Disclose an actual or proposed material control change when required, including acquisition of voting control, takeover, merger, ultimate beneficial-control change, restructuring or other material control arrangement.
22. Substantial Ownership Changes
Make separate substantial-holder disclosures required by law or IDSX. An ownership change may also be Material Information under these Rules.
23. Related-Party Transactions
Material transactions involving directors, controllers, senior management, affiliates, Sponsors, related entities or connected persons may require disclosure of the relationship and material terms.
24. Litigation and Legal Proceedings
Material litigation, arbitration or proceedings may require disclosure, considering exposure, operational effect, asset loss, reputation, likelihood of consequences and investor significance.
25. Regulatory Matters
Material investigations, enforcement, licence suspension or cancellation, restrictions, fines, prohibition orders and other regulatory action may require disclosure.
26. Criminal or Fraud Matters
Consider disclosure of material fraud, theft, misappropriation, corruption, financial crime, serious misconduct or criminal proceedings involving the Issuer or relevant senior persons.
27. Cybersecurity Incidents
A cyber incident may be material if it affects or could materially affect operations, customer or financial information, critical infrastructure, securities records, custody systems, trading connectivity, Digital Security infrastructure, or financial condition or reputation.
28. Digital Security Incidents
For Digital Securities, Material Information may include unauthorised minting or transfers, contract vulnerabilities or replacement, administrative-key loss, blockchain or bridge failure, registry discrepancies, wallet-control or custody incidents, migration, and events affecting represented legal rights.
29. Material Technology Failure
Disruption to principal operations, revenue, customer services, Digital Security infrastructure, ownership records, settlement, corporate actions or other material functions may require disclosure.
30. Dividends and Distributions
Disclose material dividend declarations or cancellations, policy changes, special distributions, interest, Digital Security distributions and other material holder payments.
31. Corporate Actions
Disclose material splits, consolidations, rights or bonus issues, tender offers, redemptions, conversions, mergers, schemes, token migrations and other actions affecting holder rights.
32. Material Changes to Business
Consider disclosure of material changes to principal activity, business model, geographic focus, regulatory strategy, products, technology platform, revenue model or strategic direction.
33. Rumours and Market Speculation
No general duty to answer every rumour, but disclosure may be necessary if a rumour is materially accurate, information appears leaked, confidentiality is lost, the market is materially misinformed or IDSX asks for clarification.
34. False Market
If IDSX considers a false or materially uninformed market may exist, it may require an announcement, confirmation or denial, clarification, correction or trading-halt request.
35. Confidential Information Exception
Material Information may be temporarily withheld only where permitted, such as an incomplete proposal or negotiation, confidential information whose disclosure would prejudice legitimate negotiations, an incomplete or indefinite transaction, legal prohibition or another IDSX-approved basis. Interpret narrowly.
36. Conditions for Confidentiality
When withholding, keep information genuinely confidential, have reasonable grounds, ensure it is not already circulating, monitor for leakage and ensure withholding is not likely to create a materially false or misleading market.
37. Loss of Confidentiality
Disclose promptly once confidentiality is lost. Indicators include detailed rumours, accurate media reports, unusual price, volume or order activity, or public/social-media disclosure.
38. Incomplete Negotiations
Preliminary discussions need not always be disclosed, but continually reassess materiality, confidentiality and whether non-disclosure could create a false or materially uninformed market.
39. Trading Halt
Consider requesting a halt when Material Information cannot immediately be announced, confidentiality is lost, significant activity is occurring, time is reasonably needed to prepare disclosure or orderly trading cannot otherwise be maintained.
40. Trading Halt Is Not a Substitute for Disclosure
A halt does not remove disclosure duties. Release the information as promptly as reasonably practicable.
41. Selective Disclosure
Do not selectively disclose Material Information to holders, analysts, investors, lenders, Brokers, Market Makers, media, influencers, employees or others before market disclosure, except where legitimately necessary under appropriate confidentiality controls.
42. Investor Meetings
Investor and analyst meetings may occur, but do not selectively provide undisclosed Material Information. If inadvertently disclosed, consider immediate public disclosure.
43. Analyst Briefings
Base briefings on public information unless confidential disclosure is lawful and controlled. Do not use briefings to selectively provide undisclosed guidance, reset expectations, reveal transactions or circumvent these Rules.
44. Media and Social Media
Interviews, releases, social media, websites, videos, podcasts and other public channels may disclose information but do not replace a formal IDSX announcement where required.
45. Disclosure Through IDSX
Submit required Material Information first through the IDSX-designated disclosure mechanism. The Issuer may later distribute the same information elsewhere.
46. Timing of External Publication
Do not intentionally publish Material Information elsewhere before IDSX accepts it for dissemination.
47. Content of Announcements
Give sufficient information to understand the event. Announcements must be accurate, balanced, clear, materially complete, factual, non-misleading and free of unnecessary promotion.
48. Material Omissions
Do not present favourable information while omitting related material facts needed to understand it; omission may make an announcement misleading.
49. Forward-Looking Information
Forecasts and projections require reasonable grounds; disclose material assumptions as appropriate and never present them as guaranteed.
50. Correction of Previous Disclosure
Promptly notify IDSX and correct a material error or omission, identify the prior disclosure, explain the correction and provide accurate information and material effects where appropriate.
51. Changes in Circumstances
Update a previously accurate disclosure where later circumstances materially change the position communicated to investors.
52. Periodic Reports Do Not Replace Continuous Disclosure
Annual, interim and scheduled reports do not replace continuous disclosure. Do not withhold Material Information because a periodic report is imminent.
53. Material Information During Audit
Information can be material before audit, auditor review, final figures or board approval. Assess whether sufficiently reliable information already exists to require disclosure.
54. Sponsor Role
Where sponsorship is required, consult the Sponsor on potential Material Information where practicable. It may advise on materiality, review announcements and timing, assist IDSX communication and identify compliance concerns.
55. Issuer Remains Responsible
Sponsor consultation does not transfer responsibility. The Issuer and directors remain accountable for disclosure decisions.
56. Sponsor Escalation
If the Sponsor reasonably believes information should be disclosed and the Issuer refuses or fails, the Sponsor must escalate under Sponsor Rules, including notifying IDSX where required.
57. Directors’ Securities Transactions
Disclose director, senior-manager or insider transactions where law or IDSX Rules require. These duties are separate from general continuous disclosure.
58. Insider Lists
Maintain appropriate controls identifying persons with potential Material Non-Public Information, including directors, employees, Sponsors, Underwriters, auditors, lawyers, consultants, technology providers and advisers.
59. Trading Restrictions
Use reasonable controls against improper insider trading, such as restricted periods, pre-clearance, insider lists, confidentiality agreements, information barriers and internal policies.
60. Overseas Issuers
Overseas Issuers remain subject unless exempted. IDSX may permit coordinated or simultaneous disclosure for another recognised-market listing.
61. Dual-Listed Issuers
Where practicable, release Material Information simultaneously across markets. Do not intentionally give one market a materially earlier unfair advantage.
62. Different Time Zones
Maintain procedures to minimise disclosure disparities where overseas markets operate in different time zones.
63. Digital Security Supply Changes
Promptly disclose material token-supply, mint/burn, tokenisation-ratio, treasury-token, represented-security or other supply changes.
64. Smart Contract Changes
A material governing-contract change may require advance disclosure, including replacement, upgrade authority, transfer restrictions, minting, burning, freezing, forced-transfer powers, wallet eligibility or other administration.
65. Blockchain Migration
Where practicable, disclose material migration in advance, covering rationale, timing, investor action, existing tokens, custody, settlement, security and continuity of rights.
66. Custody Incidents
Material custody incidents may require immediate disclosure, including lost keys, infrastructure compromise, material Custodian insolvency, unauthorised withdrawals, reconciliation shortfall or prolonged inaccessibility.
67. Material Wallet Restrictions
Assess disclosure if a material number of investors or quantity of securities is frozen, inaccessible, restricted, subject to sanctions controls or otherwise unable to transfer.
68. Market Maker Changes
Termination or material suspension of a liquidity-important Market Maker arrangement may require disclosure, especially where natural liquidity is limited, it is the principal provider or withdrawal threatens orderly trading.
69. Suspension of Trading
Promptly disclose the reason for suspension where IDSX Rules require or IDSX requests.
70. Delisting
Disclose a delisting proposal under IDSX Rules, addressing reasons, timetable, investor impact, trading, custody/transfer, Digital Securities and any holder approval.
71. Market Surveillance Interaction
Market Surveillance may ask an Issuer about unusual activity suggesting undisclosed Material Information. Respond promptly to reasonable enquiries.
72. Price or Volume Enquiries
IDSX may ask whether undisclosed information exists, confidentiality has been lost, an announcement is required or unusual activity can be explained.
73. Disclosure Enquiries
Provide complete and accurate responses. Do not conceal information, mislead, unreasonably delay or obstruct IDSX review.
74. IDSX Direction to Disclose
Where law and IDSX Rules permit, IDSX may direct an announcement necessary for an informed and orderly market.
75. IDSX Corrective Action
For disclosure failure, IDSX may request immediate or corrective disclosure, halt or suspend trading, enhance reporting, refer for enforcement or take other permitted action.
76. Disclosure Records
Keep records of information considered, materiality and disclosure decisions, withholding rationale and confidentiality, Sponsor advice, board or committee review and announcement timing.
77. Confidentiality Controls
When withholding information, preserve confidentiality through restricted access, insider lists, secure documents, confidentiality agreements, transaction code names, information barriers and access monitoring.
78. Information Leaks
Immediately escalate suspected leaks. Assess extent, recipients, market activity, loss of confidentiality and need for immediate disclosure or a halt.
79. No Promotional Delay
Do not delay disclosure so information can first appear at an investor event, press conference, launch, campaign, shareholder meeting or other promotion.
80. No Strategic Timing of Material Disclosure
Do not deliberately delay until after market activity, low-attention periods, holidays, insider trades or another strategically chosen time for an unfair purpose.
81. Good-Faith Disclosure Decisions
A later disagreement about materiality alone is not misconduct where the Issuer made reasonable enquiries, considered relevant circumstances, followed procedures and acted in good faith.
82. Small and Medium-Sized Issuers
Processes may be proportionate to size and complexity, but smaller size does not lower the standard for timely, accurate disclosure.
83. Materiality Is Relative
An event immaterial to a large Issuer may be material to a small Issuer. Assess in the specific Issuer’s context.
84. Disclosure Language
Use languages required by IDSX. Take reasonable steps to ensure translations are materially consistent.
85. Corrections of Translation Errors
Promptly correct material translation errors.
86. Supporting Documents
IDSX may request supporting agreements, financial statements, board resolutions, valuations, legal opinions, regulatory correspondence or technical reports. They need not be public unless required.
87. Confidential Submission to IDSX
Where IDSX permits, an Issuer may submit information confidentially to seek guidance. Submission alone does not satisfy public disclosure duties.
88. IDSX Guidance
IDSX may issue guidance on materiality, timing, confidentiality, earnings guidance, halts, corporate actions, Digital Security incidents, templates and related matters.
89. Waivers and Exemptions
IDSX may grant conditional waivers where lawful, considering investor protection, integrity, regulatory equivalence, disproportionate burden, overseas arrangements and other relevant factors.
90. Breach
Breaches may include failure or unreasonable delay to disclose, selective or misleading disclosure, material omission, improper confidentiality reliance, failure to correct, non-cooperation or circumvention.
91. Enforcement
IDSX may warn, require correction, enhance supervision, halt or suspend trading, condition continued admission, refer under Enforcement Rules, start delisting proceedings or refer to authorities.
92. Relationship with Applicable Law
These Rules supplement Applicable Law. IDSX compliance does not remove statutory continuous-disclosure obligations.
93. Relationship with Other IDSX Rules
Read with General, Listing, Sponsor, Market Conduct, Market Surveillance Framework, Unusual Trading Monitoring, Digital Securities, relevant KYC / AML and Enforcement Rules.
94. Interpretation
General Rules definitions apply unless stated otherwise. Securities include Digital Securities; an announcement or disclosure generally means formal dissemination through IDSX’s disclosure mechanism.
95. Amendments
IDSX may amend these Rules for changes in law, regulatory guidance, market experience, technology, Digital Security structures or international practice.
96. Effective Date
These Rules take effect on the date determined and published by IDSX.
IDSX · Continuous Disclosure Rules — Version 1.0