Demutualization is the process by which a customer-owned mutual organization ( mutual ) or co-operative changes legal form to a joint stock company . It is sometimes called stocking or privatization . As part of the demutualization process, members of a mutual usually receive a "windfall" payout , in the form of shares in the successor company, a cash payment, or a mixture of both. Mutualization or mutualisation is the opposite process, wherein a shareholder-owned company is converted into a mutual organization, typically through takeover by an existing mutual organization. Furthermore, re-mutualization depicts the process of aligning or refreshing the interest and objectives of the members of the mutual society .
66-713: Australian Securities Exchange Ltd ( ASX ) is an Australian public company that operates Australia's primary securities exchange , the Australian Securities Exchange (sometimes referred to outside of Australia as, or confused within Australia as, the Sydney Stock Exchange , a separate entity). The ASX was formed on 1 April 1987, through incorporation under legislation of the Australian Parliament as an amalgamation of
132-556: A mutual holding company (MHC) . In any type of demutualization, insurance policies, outstanding loans, etc., are not directly affected by the organization's change of legal form. Mutual holding companies are not allowed in New York where attempts by mutual insurance to pass permissible legislation failed. Opponents of mutual insurance holding companies referred to the establishment of mutual holding companies in New York as "Legalized Theft". Some MHC demutualizations have been planned as
198-440: A company they perceive as possibly lacking liquidity. For example, if all shareholders were to simultaneously try to sell their shares in the open market, this would immediately create downward pressure on the price for which the share is traded unless there were an equal number of buyers willing to purchase the security at the price the sellers demand. So, sellers would have to either reduce their price or choose not to sell. Thus,
264-401: A long period of time after maturity into a profitable company. However, from 1997 to 2012, the number of corporations publicly traded on US stock exchanges dropped 45%. According to one observer ( Gerald F. Davis ), "public corporations have become less concentrated, less integrated, less interconnected at the top, shorter lived, less remunerative for average investors, and less prevalent since
330-553: A separate entity, its former shareholders receiving compensation in the form of either cash, shares in the purchasing company or a combination of both. When the compensation is primarily shares then the deal is often considered a merger . Subsidiaries and joint ventures can also be created de novo . That often happens in the financial sector. Subsidiaries and joint ventures of publicly traded companies are not generally considered to be privately held companies (even though they themselves are not publicly traded) and are generally subject to
396-486: A similar process of demutualization and was publicly traded. SIX Group , a global financial service provider based in Switzerland, represents an extra ordinary form of a mutualised organisation. The owners are limited to an exclusive group of service consumers, in particular Swiss and foreign banks. This entails a closer relationship with the customer, since a customer might influence the customer-oriented behavior by
462-473: A single contract of greasy wool that by the end of the year had traded 19,042 lots. 1969–1970 : The Poseidon bubble (a mining boom triggered by a nickel discovery in Western Australia) caused Australian mining shares to soar and then crash, prompting regulatory recommendations that ultimately led to Australia's national companies and securities legislation. 1976 : The Australian Options Market
528-687: Is a NASDAQ OMX ultra-low latency trading platform based on NASDAQ OMX's Genium INET system, which is used by many exchanges around the world. It is one of the fastest and most functional multi-asset trading platforms in the world, delivering latency down to ~250 microseconds. ASX Trade24 is ASX global trading platform for derivatives. It is globally distributed with network access points (gateways) located in Chicago, New York, London, Hong Kong, Singapore, Sydney and Melbourne. It also allows for true 24-hour trading, and simultaneously maintains two active trading days which enables products to be opened for trading in
594-421: Is a market operator, clearing house and payments system facilitator. It also oversees compliance with its operating rules, promotes standards of corporate governance among Australia's listed companies and helps to educate retail investors. The Australian Securities & Investments Commission (ASIC) has responsibility for the supervision of real-time trading on Australia's domestic licensed financial markets and
660-481: Is a pre-market session from 7:00 am to 10:00 am Sydney time and a normal trading session from 10:00 am to 4:00 pm Sydney time. The market opens alphabetically in Single-price auctions , phased over the first ten minutes, with a small random time built in to prevent exact prediction of the first trades. There is also a single-price auction between 4:10 pm and 4:12 pm to set
726-576: Is another large example. A building society is a form of mutual mortgage provision organization that emerged in the UK in the 19th century, for personal savings and home mortgages. For much of the 20th century, building societies had a large share of the retail savings market, and they had their zenith after the deregulation under the Building Societies Act 1986. Following that Act, many of the larger societies, beginning with Abbey National ,
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#1732772543468792-408: Is privately held can buy out the shareholders of a public company, taking the company off the public markets. That is typically done through a leveraged buyout and occurs when the buyers believe the securities have been undervalued by investors. In some cases, public companies that are in severe financial distress may also approach a private company or companies to take over ownership and management of
858-794: Is the S&P/ASX 200 , an index made up of the top 200 shares in the ASX. This supplanted the previously significant All Ordinaries index, which still runs parallel to the S&P ASX 200. Both are commonly quoted together. Other indices for the bigger stocks are the S&P/ASX 100 and S&P/ASX 50 . The origins of the ASX date back to the mid-1800s when six separate exchanges were established in Australia's state capital cities of Melbourne , Victoria, (1861), Sydney , New South Wales (1871), Hobart , Tasmania (1882), Brisbane , Queensland (1884), Adelaide , South Australia (1887) and Perth , Western Australia (1889,
924-509: Is traded on a major stock exchange, it is not uncommon when shares are traded over-the-counter (OTC). Since individual buyers and sellers need to incorporate news about the company into their purchasing decisions, a security with an imbalance of buyers or sellers may not feel the full effect of recent news. Demutualization The mutual traditionally raises capital from its customer members in order to provide services to them (for example building societies , where members' savings enable
990-404: Is when a company has little or no trading activity and the market price is simply the price at which the most recent trade took place, which could be days or weeks ago. This occurs when there are no buyers willing to purchase the securities at the price being offered by the sellers and there are no sellers willing to sell at the price the buyers are willing to pay. While this is rare when the company
1056-454: The 2007–2008 financial crisis . The ban on covered short selling was lifted in May 2009. Public company A public company is a company whose ownership is organized via shares of stock which are intended to be freely traded on a stock exchange or in over-the-counter markets. A public (publicly traded) company can be listed on a stock exchange ( listed company ), which facilitates
1122-500: The Nationwide Building Society , the largest remaining mutual, adopted poison pill clauses in their rules as a defense against carpetbaggers. These took the form of a charitable assignment provision that requires new members to assign any compensation from demutualization to charity. The UK motorists' organization, The Automobile Association , demutualized and was purchased by Centrica plc in 1999. The sale
1188-859: The Stock Exchange of Perth ). A further exchange in Launceston , Tasmania, merged into the Hobart exchange. In November 1903 the first interstate conference was held to coincide with the Melbourne Cup . The exchanges then met on an informal basis until 1937 when the Australian Associated Stock Exchanges (AASE) was established, with representatives from each exchange. Over time the AASE established uniform listing rules, broker rules, and commission rates. Trading
1254-553: The ASX could not offer them. The court held they were options and so LEPOs were introduced in 1995. 1995 : Stamp duty on share transactions was halved from 0.3% to 0.15%. The ASX had agreed with the Queensland State Government to locate staff in Brisbane in exchange for the stamp duty reduction there, and the other states followed suit so as not to lose brokerage business to Queensland. In 2000 stamp duty
1320-631: The ASX in 1998. 2000 : In October, ASX acquires a 15% stake in the trading and order management software company IRESS (formerly BridgeDFS Ltd). 2001 : Stamp duty on marketable securities abolished. 2006 : The ASX announced a merger with the Sydney Futures Exchange, the primary derivatives exchange in Australia. ASX Group has two trading platforms – ASX Trade, which facilitates the trading of ASX equity securities and ASX Trade24 for derivative securities trading. All ASX equity securities are traded on screen on ASX Trade. ASX Trade
1386-575: The ASX's clearing and settlement facilities for financial system stability. Products and services available for trading on ASX include shares, futures, exchange traded options, warrants, contracts for difference, exchange-traded funds, real estate investment trusts, listed investment companies and interest rate securities. The biggest stocks traded on the ASX, in terms of market capitalisation , include BHP , Commonwealth Bank , Westpac , Telstra , Rio Tinto , National Australia Bank and Australia & New Zealand Banking Group . The major market index
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#17327725434681452-585: The Australian Exchange (1998) and Toronto, Hong Kong and London Stock Exchanges in 2000. The Chicago Mercantile Exchange became a shareholder-owned public corporation in 2000 through a public offering . "The road to this initial public offering began in June 2000, when Exchange members voted overwhelmingly to transform the then not-for-profit, membership-owned organization into a for-profit, shareholder-owned corporation. On November 13, 2000, CME became
1518-569: The Stock Exchange Automated Trading System (SEATS). It was a far cry from the original system which dated back over 100 years. During that time there had been three different forms of trading on the Australian stock exchanges. The earliest was the auction-based call system, which saw a stock exchange employee (the caller) call the name of each listed security in turn while members bid, offered, sold or bought
1584-813: The Sydney Stock Exchange. 1885 : Two years after the Broken Hill Mining Company (private company) was established by a syndicate of seven men from the Mount Gipps Station , the company was incorporated to become the Broken Hill Proprietary Company Limited (BHP). In 1885, BHP listed on the Melbourne Stock Exchange. 1937 : The Australian Associated Stock Exchanges (AASE) was established in 1937. Since 1903
1650-574: The United States, companies with over 500 shareholders in some instances are required to report under the Securities Exchange Act of 1934 ; companies that report under the 1934 Act are generally deemed public companies. A public company possess some advantages over privately held businesses. Many stock exchanges require that publicly traded companies have their accounts regularly audited by outside auditors and then publish
1716-470: The accounts to their shareholders. Besides the cost, that may make useful information available to competitors. Various other annual and quarterly reports are also required by law. In the United States, the Sarbanes–Oxley Act imposes additional requirements. The requirement for audited books is not imposed by the exchange known as OTC Pink. The shares may be maliciously held by outside shareholders and
1782-484: The amalgamation of six independent stock exchanges that formerly operated in the state capital cities. After demutualisation , the ASX was the first exchange in the world to have its shares quoted on its own market. The ASX was listed on 14 October 1998. On 7 July 2006 the Australian Stock Exchange merged with SFE Corporation, holding company for the Sydney Futures Exchange. 1861 : Ten years after
1848-528: The changes to the structure of the Union Insurance Society of Canton initiated by its secretary N.J. Ede between 1873 and 1882 leading to its re-registration as a limited company having originated as a mutual assurance society for traders in Canton in 1835. There are three general methods in which an organization might demutualize, full demutualization , sponsored demutualization , and into
1914-432: The company. One way of doing so would be to make a rights issue designed to enable the new investor to acquire a supermajority . With a supermajority, the company could then be relisted, or privatized. Alternatively, a publicly traded company may be purchased by one or more other publicly traded companies, with the target company becoming either a subsidiary or joint venture of the purchaser(s), or ceasing to exist as
1980-422: The core of international law disputes with regard to industry and trade. Usually, the securities of a publicly traded company are owned by many investors while the shares of a privately held company are owned by relatively few shareholders. A company with many shareholders is not necessarily a publicly traded company. Conversely, a publicly traded company typically (but not necessarily) has many shareholders. In
2046-770: The daily closing prices. Security holders hold shares in one of two forms, both of which operate as uncertificated holdings, rather than through the issue of physical share certificates : Holdings may be moved from issuer-sponsored to CHESS or between different brokers by electronic message initiated by the controlling participant. Short selling of shares is permitted on the ASX, but only among designated stocks and with certain conditions: Many brokers do not offer short selling to small private investors. LEPOs can serve as an equivalent, while contracts for difference (CFDs) offered by third-party providers are another alternative. In September 2008, ASIC suspended nearly all forms of short selling due to concerns about market stability during
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2112-417: The electronic CLICK system for derivatives began. 1998 : ASX demutualised to become a listed company. It was the first exchange in the world to demutualise and list on its own market, a trend that has been imitated by several other exchanges over the years. The Australian Mutual Provident Society began in 1849 as an organisation offering life insurance. Now known as AMP it became a publicly listed company on
2178-569: The end of 2006 there were fewer than 80 mutual life insurers in the United States. Some of these mutual companies award dividends to their policyowners. For example, Northwestern Mutual expects to pay more than $ 5 billion in dividends to participating policyowners in 2008. Northwestern Mutual has paid its policyowners more than $ 65 billion in dividends, since the company was founded 151 years ago. Mass Mutual Financial Group's Web site defines life insurance policy dividends. Numerous agricultural supply and marketing cooperatives have demutualized. One of
2244-444: The firm's stock. For many years, newly-created companies were privately held but held initial public offering to become publicly traded company or to be acquired by another company if they became larger and more profitable or had promising prospects. More infrequently, some companies such as the investment banking firm Goldman Sachs and the logistics services provider United Parcel Service (UPS) chose to remain privately held for
2310-430: The first U.S. exchange or commodities exchange to demutualize into a joint stock corporation." The Chicago Mercantile Exchange had its IPO on December 6, 2002. The Chicago Board of Trade similarly carried out an IPO in 2005, having previously been "a self-governing, self-regulated Delaware not-for-profit, non-stock corporation that serves individuals and member firms". The Stock Exchange of Hong Kong underwent
2376-936: The first of a two-stage process. The second stage would be full demutualization once the transition pains into MHC status are complete. In other cases, the MHC is the final stage. Note that some mutual companies, such as Nationwide Mutual Insurance Company and the MassMutual , have owned stock companies listed on a stock exchange. Nationwide bought back its subsidiary stock company in full, on December 31, 2008. These are not MHCs, however; they are simply mutual companies which have majority control over one or more stock companies. Other mutual companies may own some of another company's stock, but as simply an asset, not something they actually control. Finally, many mutual companies, including Nationwide and MassMutual, have wholly owned subsidiaries. The subsidiaries may technically be stock companies, but
2442-597: The floor of the Sydney Exchange was suspended throughout Friday. Damage totaled $ 2 million and repairs took more than six months, with new carpet laid and cables and computers replaced. Stockbrokers who had taken advantage of joint access were able to trade on the Melbourne Stock Exchange. And, with the Sydney trading floor closed by floodwaters, the Melbourne Exchange enjoyed its busiest trading day for
2508-466: The ground rules for commissions and the flotation of government and semi-government loan raisings. 1938 : Publication of the first share price index. 1939 : Sydney Stock Exchange closed for the first time due to the declaration of World War II . 1960 : Sydney Futures Exchange began trading as Sydney Greasy Wool Futures Exchange (SGWFE). Its original goal was to provide Australian wool traders with hedging facilities in their own country. SGWFE offered
2574-505: The joint stock company the roles are distinct. This allows a broader capital base if the customers cannot or will not provide sufficient financing to the organization. However, a joint stock company must also try to maximize the return for its owners instead of only maximizing the return and customer services to its customers. This can lead to a decline in customer service to the extent that customers', management's and shareholders' interests diverge. A very early example of demutualization were
2640-400: The largest, CF Industries , a manufacturer and distributor of fertilizers in the United States, was for 56 years a cooperative federation . CF then demutualized and made an initial public offering of equity stock in 2005. Another large example is Kerry Co-operative Creameries of Ireland , a milk and meat processor that partially demutualized in 1986 under the so-called Irish model, with
2706-460: The magnitude of its own equity holding of SIX Group – in this category the subsidiary SIX Swiss Exchange AG . Over 200 US mutual life insurance companies have demutualized since 1930. At the end of the 20th century and beginning of the 21st century numerous large mutuals such as Prudential , MetLife , John Hancock , Mutual of New York , Manulife , Sun Life , Principal , and Phoenix Mutual decided to demutualize and return to policyowners all
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2772-665: The mutual owns all the stock. For example, the New York Life Insurance and Annuity Corporation (NYLIAC) is a wholly owned subsidiary of the New York Life Insurance Company (NYLIC). A person may purchase an insurance policy from either company, but only those who own participating policies from NYLIC are mutual members. Other policyholders are customers. The Stockholm Stock Exchange was the first exchange to demutualize in 1993, followed by Helsinki (1995), Copenhagen (1996), Amsterdam (1997),
2838-531: The new trading day in one time zone while products are still trading under the previous day. The normal trading or business days of the ASX are week-days, Monday to Friday. ASX does not trade on national public holidays: New Year's Day (1 January), Australia Day (26 January, and observed on this day or the first business day after this date), Good Friday (that varies each year), Easter Monday, Anzac day (25 April), King's Birthday (June), Christmas Day (25 December) and Boxing Day (26 December). On each trading day there
2904-425: The number of trades in a given period of time, commonly referred to as the "volume" is important when determining how well a company's market capitalization reflects true fair market value of the company as a whole. The higher the volume, the more the fair market value of the company is likely to be reflected by its market capitalization. Another example of the impact of volume on the accuracy of market capitalization
2970-597: The official advent of the Gold Rush , Australia's first stock exchange was formed in Melbourne. In the 1850s Victoria was Australia's gold mining centre, its population increasing from 80,000 in 1851 to 540,000 in 1861. 1871 : Thirty years after it lit the first gas street light in Sydney, the Australian Gas Light Company took its place in history again, becoming the second company to list on
3036-793: The original founders or owners may lose benefits and control. The principal–agent problem , or the agency problem is a key weakness of public companies. The separation of a company's ownership and control is especially prevalent in such countries as the United Kingdom and the United States. In the United States, the Securities and Exchange Commission requires firms whose stock is traded publicly to report their major shareholders each year. The reports identify all institutional shareholders (primarily firms that own stock in other companies), all company officials who own shares in their firm, and all individuals or institutions owning more than 5% of
3102-572: The polity in which they reside. In the United States , for example, a public company is usually a type of corporation though a corporation need not be a public company. In the United Kingdom , it is usually a public limited company (plc). In France , it is a société anonyme (SA). In Germany , it is an Aktiengesellschaft (AG). While the general idea of a public company may be similar, differences are meaningful and are at
3168-497: The price per share. For example, a company with two million shares outstanding and a price per share of US$ 40 has a market capitalization of US$ 80 million. However, a company's market capitalization should not be confused with the fair market value of the company as a whole since the price per share are influenced by other factors such as the volume of shares traded. Low trading volume can cause artificially low prices for securities, due to investors being apprehensive of investing in
3234-511: The primary business of the co-operative transferred to a publicly traded company Kerry Group and the shareholding split between the co-operative and its farmer members. Since this partial demutualisation, the co-operative has gradually reduced its holding in the Kerry Group in order to fund an extensive redemption scheme of its own co-operative shares held by farmer members. Murray Goulburn Co-operative and Australia's 2016 dairy crisis
3300-759: The profits they had accumulated as mutual life insurers. Policyowners were awarded cash, stock and policy credits exceeding $ 100 billion in a wave of demutualizations, which have been regarded by some as very rewarding to the new owners although the effect on customers is not discussed. Others show that the demutualization process is detrimental to customers. The boards of directors of other mutual companies, which include Northwestern Mutual , Massachusetts Mutual , New York Life , Pacific Life , Penn Mutual , Guardian Life , Minnesota Life , Ohio National Life , National Life Group , Union Central Life , Acacia life , and Ameritas Life decided to either remain mutual or they decided to form mutual insurance holding companies. At
3366-422: The provision of mortgages to members). It redistributes some profits to its members. By contrast, a joint stock company raises capital from its shareholders and other financial sources in order to provide services to its customers, with profits or assets distributed to equity or debt investors. In a mutual organization, therefore, the legal roles of customer and owner are united in one form ("members"), whereas in
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#17327725434683432-446: The same reporting requirements as publicly traded companies. Finally, shares in subsidiaries and joint ventures can be (re)-offered to the public at any time. Firms that are sold in this manner are called spin-outs . Most industrialized jurisdictions have enacted laws and regulations that detail the steps that prospective owners (public or private) must undertake if they wish to take over a publicly traded corporation. That often entails
3498-492: The second largest, in 1989, and including the Halifax Building Society , the largest, soon converted into joint stock banking companies, some of which were subsequently acquired by other banks. Many societies soon became targets of speculative " carpetbaggers ", who opened savings accounts in order to obtain a windfall, in cash or shares, in the event of demutualisation. Most of the remaining societies, such as
3564-446: The six state securities exchanges, and merged with the Sydney Futures Exchange in 2006. Today, ASX has an average daily turnover of A$ 4.685 billion and a market capitalisation of around A$ 1.6 trillion , making it one of the world's top 20 listed exchange groups, and the largest in the southern hemisphere. ASX Clear is the clearing house for all shares, structured products, warrants and ASX Equity Derivatives. ASX Group
3630-465: The state stock exchanges had met on an informal basis, but in 1936 Sydney took the lead in formalising the association. Initially this involved the exchanges in Adelaide, Brisbane, Hobart and Sydney. Melbourne and Perth joined soon after. Through the AASE the exchanges gradually brought in common listing requirements for companies and uniform brokerage and other rules for stockbroking firms. They also set
3696-547: The stock at each call. This system proved inadequate to handle the increased volume of trading during the mining booms. It was replaced by the 'post' system in the early 1960s, which involved stocks being quoted on 'posts' or 'boards'. 'Chalkies' were employed by the Stock Exchange and it was their function to record in chalk the bids and offers of the operators (employees of stockbrokers) and the sales made. This system stayed in place until 1987. 1990 : A warrants market
3762-433: The supervision of the conduct by participants (including the relationship between participants and their clients) on those markets. ASIC also supervises ASX's own compliance as a public company with ASX Listing Rules. ASX Compliance is an ASX subsidiary company that is responsible for monitoring and enforcing ASX-listed companies' compliance with the ASX operating rules. The Reserve Bank of Australia (RBA) has oversight of
3828-468: The trade of shares, or not ( unlisted public company ). In some jurisdictions, public companies over a certain size must be listed on an exchange. In most cases, public companies are private enterprises in the private sector, and "public" emphasizes their reporting and trading on the public markets. Public companies are formed within the legal systems of particular states and so have associations and formal designations, which are distinct and separate in
3894-428: The turn of the 21st century". Davis argues that technological changes such as the decline in price and increasing power, quality and flexibility of computer numerical control machines and newer digitally enabled tools such as 3D printing will lead to smaller and more local organization of production. In corporate privatization, more often called " going private ," a group of private investors or another company that
3960-409: The would-be buyer(s) making a formal offer for each share of the company to shareholders. The shares of a publicly traded company are often traded on a stock exchange . The value or "size" of a company is called its market capitalization , a term which is often shortened to "market cap". This is calculated as the number of shares outstanding (as opposed to authorized but not necessarily issued) times
4026-465: The year. After that episode a back-up site was established outside the Sydney CBD. 1987 : The Australian Stock Exchange Limited (ASX) was formed on 1 April 1987, through incorporation under legislation of the Australian Parliament. The formation of the national stock exchange involved the amalgamation of the six independent stock exchanges that had operated in the states' capital cities. Launch of
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#17327725434684092-576: Was abolished in all states as part of the introduction of the GST . 1996 : The exchange members (brokers etc.) voted to demutualise . The exchange was incorporated as ASX Limited and in 1998 the company was listed on the ASX itself, with the Australian Securities & Investments Commission enforcing the listing rules for ASX Limited. 1997 : Electronic trading commences as the option market moves from floor to screen. A phased transition to
4158-486: Was completed in July 2000 for £1.1 billion. As well as the many agricultural supply cooperatives that demutualized, a small number of general retail consumer's cooperatives have demutualized or considered demutualization. In 1997, Andrew Regan launched an unsuccessful hostile takeover bid to demutualize the UK's giant Co-operative Wholesale Society , which, despite its name, was a large retailer in its own right. In 2007,
4224-427: Was conducted by a call system, where an exchange employee called the names of each company and brokers bid or offered on each. In the 1960s this changed to a post system. Exchange employees called "chalkies" wrote bids and offers in chalk on blackboards continuously, and recorded transactions made. The ASX (Australian Stock Exchange Limited) was formed in 1987 by legislation of the Australian Parliament which enabled
4290-497: Was established, trading call options . 1980 : The separate Melbourne and Sydney stock exchange indices were replaced by Australian Stock Exchange indices. 1984 : Brokers' commission rates were deregulated. Commissions have gradually fallen ever since, with rates today as low as 0.12% or 0.05% from discount internet-based brokers. 1984 : Sydney Stock Exchange closed due to heavy rain and flooding on 9 November 1984 with 70 millimetres of rain falling in one half-hour. All trading on
4356-700: Was established. 1993 : Fixed-interest securities were added (see Interest rate market below). Also in 1993, the FAST system of accelerated settlement was established, and the following year the CHESS system (see Settlement below) was introduced, superseding FAST. 1994 : The Sydney Futures Exchange announced trading in futures over individual ASX stocks. The ASX responded with the Low Exercise Price Option or LEPO (see below). The SFE went to court, claiming that LEPOs were futures and therefore that
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