Naming counterparties in market-sensitive announcements: ASX’s position and its narrow exceptions

A recurring negotiation in commercial deals involving listed companies: the counterparty wants confidentiality, and the listed company has Listing Rule 3.1 obligations. ASX’s position, restated and refined in its March 2025 compliance update, starts from a simple proposition: if a transaction is sufficiently material to require disclosure under Listing Rule 3.1, the identity of the counterparty will generally itself be material information that must also be disclosed. The room to move is narrow, and it is conditioned on the announcement being complete, accurate and not misleading without the name.

Why the name matters

Disclosure of the counterparty’s identity is often the single most decision-useful fact in a contract announcement. It lets the market assess the standing and creditworthiness of the party the company is now relying on, and, for customer contracts, the quality of the customer base and the revenue being reported. Section 4.15 of Guidance Note 8 sets ASX’s expectations for announcements of market sensitive contracts, and where there is little public information about a counterparty, for example a private or recently incorporated entity, ASX expects a description of the counterparty and a summary of its financial standing. An announcement that reports a transformational offtake or services agreement with an unnamed and undescribed party invites an immediate query, and the market will price the gap sceptically.

The March 2025 refinement

ASX reviewed its approach and will now accept, in slightly broader circumstances than before, announcements about market sensitive contracts that contain a description of the counterparty rather than its name, provided the announcement remains complete, accurate and not misleading. The prior position already allowed this in very limited cases where the counterparty had strong and legitimate confidentiality interests. Two expectations frame the widened position:

• Consent first. ASX expects the entity to have used all reasonable endeavours to obtain consent to name the counterparty, and for that consent to have been refused, before electing not to disclose the identity. A counterparty preference for privacy, untested, is not enough.
• Substance without the name. The description must carry the informational load the name would have carried: the nature of the counterparty, its sector and scale, its capacity to perform, and anything else needed for the market to assess the impact of the contract on the entity’s price or value. Structuring an announcement to avoid disclosing genuinely commercially sensitive terms is acceptable under section 4.20 of Guidance Note 8, but only if what remains is sufficient for that assessment.

Non-sensitive announcements

Even where an announcement is not market sensitive, ASX’s view is that the counterparty’s identity is usually of interest to the market, and failure to disclose it can attract scrutiny. ASX strongly recommends naming the counterparty in any announcement about a contract, market sensitive or otherwise. The practical rule for drafting: treat anonymity as the exception requiring justification, never the default.

Drafting and process points

• Deal with disclosure in the contract. Negotiate the announcement, including the naming question, as a schedule to the agreement, so consent is resolved before signing rather than in the hour before the halt lifts.
• Paper the consent request. If the counterparty refuses, keep the correspondence; it is the evidence that supports the description-only approach if ASX asks.
• Draft the description to answer the questions the name would answer: who they are, how big, and why they can perform.
• Be consistent. If the counterparty is named in a later announcement, financier presentation or annual report, the earlier confidentiality claim looks contrived, and ASX notices patterns.
• Remember the announcement as a whole must satisfy Guidance Note 8: material terms, duration, conditions precedent, financial significance, and termination rights belong in it regardless of the naming decision.

How Luma Legal can help

We draft and review market sensitive announcements, negotiate disclosure and confidentiality provisions in material contracts, and manage ASX queries on both. The naming question is best answered at the term sheet stage; we can help you build it into the deal rather than litigate it with ASX afterwards.