| 1.0 | Introduction |
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| 1.1 | This
Guidance Note prescribes - |
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| | (a) | the
information that listed corporations must include in - |
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| | | (i) | an
application to the Exchange for acceptance of a lower percentage of public
shareholding spread pursuant to Rule 8.02(1) of the Listing Requirements; and |
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| | | (ii) | an
application to the Exchange for an extension of time to rectify the public
shareholding spread; and |
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| | (b) | the
disclosure requirements in the event a listed corporation |
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| | | (i)
| fails
to comply with the required public shareholding spread; and |
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| | | (ii) | triggers
a suspension pursuant to Rules 16.02(1) and (2) of the Listing Requirements. |
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| 2.0 | Application
for acceptance of a lower percentage of public shareholding spread |
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| 2.1 | Rule
8.02(1) of the Listing Requirements provides that a listed corporation must
ensure that at least 25% of its total listed shares (excluding treasury shares)
or such lower percentage of shareholding spread as may be allowed by the
Exchange are in the hands of public shareholders (“Required Public Shareholding Spread”). |
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| 2.2 | The
Exchange may, on the application by a listed corporation, accept a percentage
lower than 25% of the total number of listed shares (excluding treasury shares)
if it is satisfied that such lower percentage is sufficient for a liquid market
in such shares (“Acceptance of Lower
Spread”). |
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| 2.3 | In
this respect, a listed corporation which proposes to apply
for Acceptance of Lower Spread must include the following information in its
application: |
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| | (a) | its issued and paid-up capital; |
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| | (b) | the number of public
shareholders; |
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| | (c) | the percentage of public
shareholding spread; |
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| | (d) | a statement as to
whether the public shareholding spread includes a substantial shareholder who
is deemed as “public” pursuant to Rule 1.01 of the Listing Requirements (“Shareholder”) and if yes, the following
details in relation to such Shareholder: |
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| | | (i) | name; and |
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| | | (ii) | shareholdings in the listed
corporation; |
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| | (e) | the average market capitalisation based on the daily closing price of the listed corporation's shares during the last 12-month period; |
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| | (f) | the percentage of
listed shares (excluding treasury shares) held by the top 30 shareholders, the
names and shareholdings of each of these shareholders; and |
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| | (g) | the percentage of public shareholding spread over the last 2 years. |
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| 3.0 | Disclosure
requirements in the event of non-compliance |
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| 3.1 | Rule 8.02(3) of the
Listing Requirements provides that a listed corporation must announce to the Exchange that it does not
comply with the Required Public Shareholding Spread immediately upon it
becoming aware of this (“Non-Compliance
Announcement”). |
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| 3.2 | The listed
corporation must include the following information in its Non-Compliance
Announcement: |
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| | (a) | a statement that the
listed corporation does not comply with the public shareholding spread
requirement set out in Rule 8.02(1) of the Listing Requirements; |
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| | (b) | the percentage of public
shareholding spread |
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| | (c) | steps
taken or proposed to be taken by the listed corporation to comply with the
Required Public Shareholding Spread (“Rectification Plan”) including the following:
|
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| | | (i) | the
tentative timeline in respect of the Rectification Plan; and |
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| | | (ii) | the status of the
Rectification Plan; and |
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| | (d) | where the listed
corporation has not formulated a Rectification Plan, the status of the listed
corporation’s endeavours to formulate such a plan or where a Rectification Plan
has not been formulated and/or if no endeavours have been taken to formulate
such a plan, an appropriate negative statement to such effect. |
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| 3.3 | After the
Non-Compliance Announcement, a listed corporation which does not comply with
the Required Public Shareholding Spread must announce the status of its efforts
to comply with the Required Shareholding Spread (“Status Announcement”). The listed corporation must make the Status
Announcement for each quarter of its financial year simultaneously with the
quarterly reports and in any event, not later than 2 months after the end of
each quarter of a financial year.
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| 3.4 | The listed
corporation must include the following information in the Status Announcement: |
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| | (a) | the information prescribed
in paragraph 3.2 above; and |
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| | (b) | a statement as to
whether an extension of time for compliance has been granted by the Exchange
and if so, the following: |
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| | | (i) | the duration of
extension granted; and |
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| | | (ii) | the expiry date of
the extension. |
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| 3.5 | For the avoidance of
doubt, upon compliance with the Required Public Shareholding Spread or
Acceptance of Lower Spread by the Exchange, the listed corporation is no longer
required to make any Status Announcement. |
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| 4.0 | Applications for
extensions of time for compliance and related disclosure requirements |
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| 4.1 | Pursuant
to Rule 8.02(4) of the Listing Requirements, a listed corporation which does
not comply with the Required Public Shareholding Spread may apply to the
Exchange for an extension of time to rectify its public shareholding spread. |
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| 4.2 | In
this respect, a listed corporation must include the following information in
the application for extension of time: |
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| | (a) | the issued and
paid-up capital; |
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| | (b) | the percentage of
public shareholding spread; |
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| | (c) | the number of public
shareholders; |
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| | (d) | whether the public
shareholding spread includes a Shareholder. If yes, the following details in
relation to such Shareholder: |
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| | | (i) | name; and |
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| | | (ii) | shareholdings in the
listed corporation; |
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| | (e) | the average market capitalisation based on the daily closing price of the listed corporation's shares during the last 12-month period; |
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| | (f) | the reason for non-compliance with the Required Public Shareholding Spread; |
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| | (g) | the percentage of
listed shares (excluding treasury shares) held by the top 30 shareholders, the
names and shareholdings of each of these shareholders; |
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| | (h) | if there is a Rectification Plan, an elaboration of the
same and its status; |
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| | (i) | where the listed
corporation has not formulated a Rectification Plan, the status of the listed
corporation’s endeavours to formulate such a Plan; |
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| | (j) | if there has been no progress in relation to items (h)
and (i) above during the previous extension of time, the listed corporation
must also explain the reason for the lack of progress; |
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| | (k) | the reason for
failure to rectify the public shareholding spread within the previous extension
of time, if any; and |
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| | (l) | justification for the extension of time sought. |
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| 4.3 | Where
an extension of time to rectify the public shareholding spread has been granted
by the Exchange, the listed corporation must immediately announce to the
Exchange, the extension of time granted. The listed corporation must include
the following information in the announcement: |
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| | (a) | a statement that an
extension of time for compliance has been granted by the Exchange and the
following details: |
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| | | (i) | the duration of
extension granted; |
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| | | (ii) | the expiry date of the extension; and |
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| | (b) | the
information prescribed in paragraph 3.2(b) to (d) above. |
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| 4.4 | Where
an extension of time has not been granted by the Exchange, the listed
corporation must immediately announce the decision of the Exchange. The listed
corporation must include the following information in the announcement: |
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| | (a) | a statement that an extension of time for compliance has not been granted by the Exchange; |
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| | (b) | the
information prescribed in paragraph 3.2(b) to (d) above; and |
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| | (c) | a
statement that the Exchange may - |
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| | | (i) | take
or impose for a breach of Rule 8.02(1) of the Listing Requirements any type of
action or penalty pursuant to Rule 16.19 of the Listing Requirements; and |
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| | | (ii) | suspend
trading in its securities pursuant to
Rule 16.02 of the Listing Requirements. |
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| 5.0 | Suspension where the
public shareholding spread is 10% or less and related disclosure requirements |
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| 5.1 | Pursuant to Rule
16.02(2) of the Listing Requirements, where the public shareholding spread of a
listed corporation is 10% or less of the total number of listed shares (excluding
treasury shares) (“Threshold”), a suspension will be imposed by the Exchange. |
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| 5.2 | The suspension in
trading imposed by the Exchange under paragraph 5.1 above will only be uplifted
upon full compliance with the Required Public Shareholding Spread or as may be
determined by the Exchange. |
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| 5.3 | Where a listed
corporation becomes aware, either in conjunction with the preparation of its
annual returns or otherwise, that its public shareholding spread triggers the
Threshold, the listed corporation must immediately announce this to the
Exchange. |
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| 5.4 | The listed
corporation must include the following information in the above announcement: |
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| | (a) | the public shareholding spread; |
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| | (b) | a statement that pursuant to Rule 16.02(2) of the
Listing Requirements, trading in its securities will be suspended immediately
upon the expiry of 30 market days from
the date of the immediate announcement in view that the public shareholding spread of the listed corporation is
10% or below of the total number of listed shares (excluding treasury shares); |
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| | (c) | the date suspension will be effected (i.e. the market
day immediately following the expiry of 30 market days from the date of the
immediate announcement); |
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| | (d) | a statement that once the suspension pursuant to Rule 16.02(2)
of the Listing Requirements is effected, it will only be uplifted by the Exchange
upon full compliance with the Required Public Shareholding Spread or as may be
determined by the Exchange; |
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| | (e) | the steps taken or proposed to be taken by the listed
corporation (if any) to increase its public shareholding spread to above 10%
before the date suspension is to be effected; |
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| | (f) | an explanation of the Rectification Plan (if any); |
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| | (g) | the tentative timeline for the steps referred to in
subparagraph (e) above and the Rectification Plan; and |
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| | (h) | where neither the
steps referred to in subparagraph (e) above nor a Rectification Plan has been
formulated or if no endeavours have been taken to formulate such steps or a
Rectification Plan, an appropriate negative statement to such effect. Back to Top |
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