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ACE MARKET LISTING REQUIREMENTS
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MAIN MARKET LISTING REQUIREMENTS
[ACE LR] GUIDANCE NOTE 7 - PRINCIPLE OF AGGREGATION FOR TRANSACTIONS
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ACE MARKET LISTING REQUIREMENTS
TABLE OF CONTENTS
CHAPTER 1 - DEFINITIONS AND INTERPRETATION
CHAPTER 2 - GENERAL
APPENDIX 2A
APPENDIX 2B
CHAPTER 3 - ADMISSION
CHAPTER 4 - SPONSORS
CHAPTER 5 - FOREIGN LISTING
CHAPTER 6 - NEW ISSUES OF SECURITIES
APPENDIX 6A
APPENDIX 6B
APPENDIX 6C
APPENDIX 6D
APPENDIX 6E
APPENDIX 6F
CHAPTER 7 - ARTICLES OF ASSOCIATION
CHAPTER 8 - CONTINUING LISTING OPBLIGATIONS
APPENDIX 8A
APPENDIX 8B
APPENDIX 8C
APPENDIX 8D
APPENDIX 8E
CHAPTER 9 - DISCLOSURE OBLIGATION
APPENDIX 9A
APPENDIX 9B
APPENDIX 9C
CHAPTER 10 - TRANSACTIONS
APPENDIX 10A
APPENDIX 10B
APPENDIX 10C
APPENDIX 10D
CHAPTER 11 - TAKE-OVERS & MERGERS
CHAPTER 12 - SHARE BUY-BACKS
APPENDIX 12A
APPENDIX 12B
APPENDIX 12C
APPENDIX 12D
CHAPTER 13 - ARRANGEMENTS AND RECONSTRUCTIONS
APPENDIX 13A
APPENDIX 13B
APPENDIX 13C
APPENDIX 13D
APPENDIX 13E
APPENDIX 13F
CHAPTER 14 - DEALINGS IN LISTED SECURITIES
CHAPTER 15 - CORPORATE GOVERNANCE
CHAPTER 16 - SUSPENSION, DE-LISTING AND ENFORCEMENT
APPENDIX 16A
Guidance Note 1
Guidance Note 2
Guidance Note 3
Guidance Note 4
Guidance Note 5
Guidance Note 6
Guidance Note 7
Currently selected
Guidance Note 8
Guidance Note 9
Guidance Note 10
Guidance Note 11
Guidance Note 12
Guidance Note 13
Guidance Note 14
Guidance Note 15
Guidance Note 16
Guidance Note 17
Guidance Note 18
Guidance Note 19
Guidance Note 20
Guidance Note 21
Guidance Note 22
Page Content
[ As at 3 August 2009 ]
BURSA MALAYSIA SECURITIES BERHAD
GUIDANCE NOTE 7
PRINCIPLE OF AGGREGATION FOR TRANSACTIONS
Details
Cross References
Effective date:
3 July 2006
Rule 10.12
Revision date:
3 August 2009
1.0
Introduction
1.1
Pursuant to Rule 10.12 of the Listing Requirements, the Exchange may aggregate separate transactions and treat such transactions as if they were one transaction in certain circumstances ("
Rule of Aggregation
").
1.2
This Guidance Note sets out the consideration which the Exchange takes into account when applying the Rule of Aggregation.
2.0
Principle of aggregation
2.1
The Exchange generally considers the following principles in applying the Rule of Aggregation:
(a)
a transaction will be aggregated with an earlier transaction for the purpose of determining the obligations applicable in respect of the latest transaction except in the following circumstances:
(i)
a transaction that has been announced earlier pursuant to Chapter 10 of the Listing Requirements, will not be aggregated with the latest transaction when determining whether an announcement is required; and
(ii)
a transaction which has been approved by shareholders or which was the subject of aggregation with a transaction which has been approved by shareholders pursuant to Chapter 10 of the Listing Requirements, will not be aggregated with the latest transaction when determining whether any obligations are applicable; and
(b)
if the aggregation of transactions results in a requirement for shareholder approval under Chapter 10 of the Listing Requirements, then that approval is required only for the latest transaction. The earlier transaction(s) would only require disclosure in the circular, which must include the information prescribed under the Listing Requirements.
Illustration 1:
Facts:
Listed corporation, Z Bhd started to conduct business with a non-related party, Mr B in 2005. The transactions entered into between Z Bhd and Mr B during the year are as follows:
Transactions
Date of Transactions
Relevant Percentage Ratio
Transaction 1
January 2005
1%
Transaction 2
February 2005
4%
Transaction 3
Early March 2005
1%
Transaction 4
End March 2005
5%
Transaction 5
April 2005
6%
Transaction 6
November 2005
10%
Based on the above facts, the application of the principles set out in subparagraphs (a) and (b) above is as follows:
(i)
Transaction 2 will be aggregated with Transaction 1 to determine the obligations that are applicable. As the aggregate percentage ratio of Transactions 1 and 2 is 5%, Transaction 2 must be announced pursuant to Rule 10.06 of the Listing Requirements. The announcement must include information on Transaction 1 which must include the information set out in Appendix 10A of the Listing Requirements;
(ii)
Transactions 1 and 2 will be aggregated with Transaction 3 to determine the obligations that are applicable. However, for the purposes of determining whether an announcement is required, Transactions 1 and 2 will be excluded from aggregation with Transaction 3 as they have already been announced. As the percentage ratio of Transaction 3 is only 1%, no announcement is required. As the aggregate percentage ratio for Transactions 1 to 3 is 6%, no other obligation is triggered;
(iii)
Transaction 4 will be aggregated with Transactions 1 to 3 to determine the obligations that are applicable. However, for purposes of determining whether an announcement is required, Transactions 1 and 2 will be excluded from aggregation with Transaction 4 as they have already been announced. As the aggregate percentage ratio for Transactions 3 and 4 is 6%, an announcement is required. The announcement must include information on Transaction 3 which must include the information set out in Appendix 10A of the Listing Requirements. As the aggregate percentage ratio of Transactions 1 to 4 is 11%, no other obligation is triggered;
(iv)
Transaction 5 will be aggregated with Transactions 1 to 4 to determine the obligations that are applicable. However, for purposes of determining whether an announcement is required, Transactions 1 to 4 will be excluded from aggregation with Transaction 5 as they have all been announced. As the percentage ratio for Transaction 5 is 6%, Transaction 5 on its own requires an announcement; and
(v)
Transaction 6 will be aggregated with Transactions 1 to 5 to determine the obligations that are applicable. However, for purposes of determining whether an announcement is required, Transactions 1 to 5 will be excluded from aggregation with Transaction 6 as they have all been announced. As the percentage ratio for Transaction 6 is 10%, Transaction 6 on its own requires an announcement. As the aggregate percentage ratio for Transactions 1 to 6 is 27%, shareholders’ approval is required in respect of the latest transaction i.e. Transaction 6. In this respect, information on Transactions 1, 2, 3, 4 and 5 must be included in the circular issued which must include the information set out in Appendix 10B of the Listing Requirements
.
Illustration 2:
Facts:
In addition to the facts set out in Illustration 1, Z Bhd entered into Transaction 7 with Mr B in December 2005. In this case, shareholder approval had been sought for Transaction 6 in November 2005.
Based on the above facts and the application of the principles set out in subparagraph (a) above, Transactions 1 to 6 will be excluded from aggregation with Transaction 7 for purposes of determining whether any obligation is triggered as they have all been announced and shareholder approval has been sought for Transaction 6 based on aggregation with Transactions 1 to 5.
Illustration 3:
Facts:
Listed corporation A Bhd entered into the following transactions with a related party, Mdm Y in 2005:
Transactions
Date of Transactions
Relevant Percentage Ratio
Transaction 1
February 2005
3%
Transaction 2
April 2005
2%
Illustration 3:
Facts:
Listed corporation A Bhd entered into the following transactions with a related party, Mdm Y in 2005:
Transactions
Date of Transactions
Relevant Percentage Ratio
Transaction 1
February 2005
3%
Transaction 2
April 2005
2%
Based on the above and applying the principles set out in subparagraphs (a) and (b), Transaction 2 will be aggregated with Transaction 1 thus requiring Transaction 2 to comply with Rule 10.08(2) of the Listing Requirements. In this respect, information on Transaction 1 must be included in the circular issued which must include the information prescribed under Appendix 10B and Part A of Appendix 10D of the Listing Requirements.
Transactions
Date of Transactions
Relevant Percentage Ratio
Transaction 3
October 2005
3%
In this case, the parties subsequently entered into Transaction 3 in October 2005. Transaction 3 will not be aggregated with Transactions 1 and 2 as shareholder approval for Transaction 2 has been obtained based on aggregation with Transaction 1. Transaction 3 on its own must be announced pursuant to Rule 10.08(1) of the Listing Requirements.
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