| 1.0 | Introduction |
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| 1.1 | Rule 8.06 of the
Listing Requirements provides as follows: |
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| | (a) | a listed corporation
must engage the services of an Adviser where it undertakes such corporate
proposal or activity prescribed by the Exchange to require the services of an
Adviser; and |
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| | (b) | a listed corporation must ensure that the circular or document in respect of such
corporate proposal is prepared and reviewed by its Adviser before it is submitted to
the Exchange for perusal. |
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| 1.2 | This Guidance Note
sets out the corporate proposals where a listed corporation - |
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| | (a) | must appoint and
engage the services of an Adviser; and |
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| | (b) | need not appoint an
Adviser. |
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| 1.3 | A listed corporation
must consult the Exchange if the corporate proposal undertaken by it does not
fall under paragraphs 2.0 or 3.0 below, and appoint an Adviser for the
corporate proposal if so required by the Exchange. |
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| 2.0 | Corporate
proposals or activities that require the services of an Adviser |
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| 2.1 | A listed corporation
must appoint an Adviser for the following corporate proposals or activities: |
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| | (a) | significant change of
a business direction or policy in a listed corporation; |
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| | (b) | a new issuance of
securities; |
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| | (c) | a transaction where
any one of the percentage ratio is 25% or more and shareholder approval is
required pursuant to Rule 10.07 of the Listing Requirements; |
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| | (d) | a related party
transaction where any one of the percentage ratio is 5% or more, excluding a shareholder
mandate for a Recurrent Related Party Transaction; |
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| | (e) | a proposal by Cash
Companies pursuant to Rule 8.03(5) of the Listing Requirements; |
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| | (f) | a regularisation plan
by GN3 Companies pursuant to Rule 8.04(3)(a) of the Listing Requirements; |
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| | (g) | provision of
financial assistance to associated companies; |
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| | (h) | a scheme of
compromise, arrangement, amalgamation, reconstruction or restructuring scheme
in general; |
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| | (i) | a capital
distribution, repayment or reduction; |
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| | (j) | a subdivision or
consolidation of shares; |
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| | (k) | a corporate proposal
which may result in material dilution of its principal subsidiary pursuant to
Rule 8.23 of the Listing Requirements; |
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| | (l) | a corporate proposal
which may result in diversification in the listed corporation’s operations
pursuant to Rule 10.13 of the Listing Requirements; |
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| | (m) | an extension of time
for maturity or expiry of convertible securities; |
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| | (n) | a withdrawal of
listing; |
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| | (nA) | a Dividend
Reinvestment Scheme; and |
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| | (o) | such other corporate
proposal or activity which may be prescribed or determined by the Exchange. |
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| 3.0 | Corporate
proposals or activities that do not require the services of an Adviser |
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| 3.1 | A listed corporation need not appoint an Adviser for the following
corporate proposals or activities: |
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| | (a) | a share buy-back; |
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| | (b) | a shareholder mandate
for a Recurrent Related Party Transaction; |
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| | (c) | amendments to or adoption of Memorandum and Articles of Association; |
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| | (d) | amendments to trust deeds or deed polls; |
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| | (e) | increase in its authorised share capital; |
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| | (f) | notices of adjustments to warrants; |
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| | (g) | redemption of irredeemable convertible loan stocks; |
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| | (h) | notices of maturity or expiry of convertible securities; |
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| | (i) | [deleted]; |
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| | (j) | change of name of listed corporation; |
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| | (k) | change of auditors of listed corporation; and |
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| | (l) | change to the board of directors of listed corporation Back to Top |