Computation of percentage ratio
10.12
XY Bhd, a listed issuer has positive net assets. It enters into a transaction to acquire a piece of land from A ("Land Transaction"), an unrelated party for RM1 million which is payable by XY Bhd wholly in cash. Pursuant to paragraph 10.02(g) of the Main LR, the only applicable percentage ratio of the said transaction which exceeds 5% is paragraph 10.02(g)(v) ( "Market Cap Test"). Is XY Bhd required to comply with the relevant provisions of Part D of Chapter 10 of the Main LR? Similarly, will XY Bhd be required to comply with the relevant provisions of Part D of Chapter 10 of the Main LR if the parties agree that the consideration for the Land Transaction be in the form of XY Bhd's shares?
Pursuant to paragraph 10.03(8) of the Main LR, if XY Bhd pays for the land in cash, the Market Cap Test will not be applicable. As such, XY Bhd will not be required to comply with Part D of Chapter 10 because all the other applicable percentage ratios are less than 5%.
However, if the payment for the land is settled by issuance of XY Bhd's new listed shares (partly or wholly) and the percentage ratio of the same pursuant to the Market Cap Test is 5% or more, XY Bhd will be required to comply with the relevant provisions of Part D, Chapter 10 of the Main LR.