[ As at 13 July 2015 ] Contents of explanatory statement/circular in relation to the proposed Scheme (Rule 13.03(1)) |
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(1) | A heading drawing
attention to the importance of the document and advising holders of securities
who are in any doubt as to what action to take to consult appropriate
independent advisers. |
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(2) | A statement that the explanatory statement/circular has
been reviewed by the listed corporation’s Sponsor or Adviser, as
the case may be. |
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(3) | A statement that
Bursa Malaysia Securities Berhad takes no responsibility for the contents of
the explanatory statement/circular, makes no representation as to its accuracy
or completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the
contents of the explanatory statement/circular. In relation to an explanatory
statement/circular which has not been perused by Bursa Malaysia Securities
Berhad before its issuance, a statement to that effect. |
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(4) | The purpose of the document. |
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(5) | The date of the restraining order (where applicable). |
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(6) | The duration of the restraining order (where applicable). |
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(7) | A list of the corporations (listed corporation and its subsidiaries) which are involved in the proposed Scheme. |
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(8) | The details of the proposed Scheme. |
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(9) | All steps proposed to be taken for the completion of the proposed Scheme. |
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(10) | The effects of the proposed Scheme, including the effect on - |
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| (a) | where applicable, the group structure before and after the proposed Scheme; |
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| (b) | the share capital; |
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| (c) | the substantial shareholding structure; |
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| (d) | the net assets per share and the earnings per share of the group; and |
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| (e) | the gearing position. |
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(11) | The approvals required from the relevant authorities and the conditions imposed by such authorities (if any). |
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(12) | The details of the interests of the directors, major shareholders and/or persons connected with them in the proposed Scheme. |
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(13) | Where applicable, the details of the transferee corporation which must include but not limited to - |
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| (a) | the history and business of the operation; |
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| (b) | the share capital; |
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| (c) | the information on directors, substantial shareholders and their shareholdings in the transferee; |
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| (d) | the details of its subsidiaries and associated companies; |
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| (e) | the details of its profit and dividend record; and |
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| (f) | the accountants' report on the transferee corporation and the corporations to be acquired. |
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(14) | A statement by the board of the directors as to whether the proposed Scheme is in the best interests of the listed corporation. |
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(15) | Where voting is required, a recommendation from the board of directors as to the voting action that securities holders should take. |
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(16) | An appendix containing the following information: |
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| (a) | a responsibility
statement by the directors that the explanatory statement/circular has been
seen and approved by the directors of the listed corporation and that they
collectively and individually accept full responsibility for the accuracy of
the information given and confirm that after making all reasonable enquiries to
the best of their knowledge and belief there are no other facts the omission of
which would make any statement in the explanatory statement/circular
misleading; |
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| (b) | where a person is
named in the explanatory statement/circular as having advised the listed
corporation or its directors, a statement that such adviser has given and has
not withdrawn its written consent to the inclusion of the adviser’s name and/or
letter (where applicable) in the form and context in which it is included; |
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| (c) | a statement of all
material contracts (not being contracts entered into in the ordinary course of
business), entered into by the listed corporation and/or its subsidiaries and the
transferee (where applicable) within 2 years immediately preceding the date of
the explanatory statement/circular. The following particulars must be disclosed
in respect of each of such contract: |
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| | (i) | the date of the contract; |
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| | (ii) | the parties of the contract; |
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| | (iii) | the general nature; and |
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| | (iv) | the consideration and the mode of satisfaction; |
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| (d) | a statement of all
material litigation, claims or arbitration involving the listed corporation
and/or any of its subsidiaries and the transferee (where applicable) including
those pending or threatened against such corporations. The following
particulars must be disclosed: |
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| | (i) | the background; |
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| | (ii) | the date of the suit; |
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| | (iii) | the names of the plaintiff(s) and defendant(s); |
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| | (iv) | the estimate of the maximum exposure to liabilities; |
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| | (v) | directors'/solicitors' opinion of the outcome; and |
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| | (vi) | the status; |
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| (e) | a statement that from the date of the explanatory statement/circular to the date of meeting, the following documents (or copies of the documents) in respect of the listed corporation and the transferee, where applicable, may be inspected at the registered office of the listed corporation: |
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| | (i) | the memorandum and articles of association; |
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| | (ii) | the audited financial
statements of the listed corporation/group and transferee (where applicable)
for the past 2 financial years preceding the publication of the explanatory
statement/circular and the latest unaudited results since the last audited
financial statements; |
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| | (iii) | all reports, letters
or other documents, statement of financial position, valuations and statements
by any expert, any part of which is extracted or referred to in the explanatory
statement/circular; |
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| | (iv) | the letters of consent referred to in subparagraph(b) above; |
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| | (v) | the material contracts referred to in subparagraph (c) above; and |
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| | (vi) | the relevant cause papers in respect of the material litigation referred to in subparagraph (d) above. |
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(17) | Any other information
which the securities holders and their advisers would reasonably expect to find
in an explanatory statement/circular of that nature for the purpose of making
an informed decision. |
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