Listing procedures |
| |
6.5 | Please
elaborate further on the type of proposals to which the procedures under
paragraph 4.0 of Practice Note28 apply. |
| | This
procedure is applicable to the additional
securities which will be listed and quoted as the existing listed securities of
the same type and class. |
| | Examples where paragraph 4.0 is applicable |
| | Example 1 |
| | PLC A proposes to issue additional new ordinary
shares pursuant to the exercise of Share Issuance Scheme where the new ordinary
shares arising from the Share Issuance Scheme will be listed and quoted as the
existing listed ordinary shares. |
| | In this instance, PLC A will adhere to the procedures under paragraph 4.0 for the listing and quotation of the new ordinary shares issued pursuant to the Share Issuance Scheme as it involves the same class of securities. |
| | Example 2 |
| | PLC B has existing ordinary shares and warrants listed on Bursa Securities. PLC B proposes to undertake a rights issue of 100 million new ordinary shares on the basis of 1 new ordinary share for every 2 existing ordinary shares held ("Rights Issue"). Pursuant to the provision in the deed poll, additional warrants will be issued arising from the adjustment pursuant to the Rights Issue ("Additional Warrants"). |
| | In this instance, PLC B will adhere to the procedures under paragraph 4.0 provided that the additional 100 million new ordinary shares and the Additional Warrants will be listed and quoted as the existing listed ordinary shares and warrants respectively. |
| | Example 3 |
| | PLC E undertakes a corporate exercise which entails
the following: |
| | (a) | Proposed acquisition of ABC company for a purchase consideration of RM100 million to be satisfied by the issuance of 50 million new ordinary shares at RM2.00 per share ("Acquisition"). |
| | (b) | Rights issue of 80 million new ordinary shares on the basis of 1 new ordinary share for every 1 share held ("Rights Issue"). |
| | | Facts |
| | | (i) | The
Acquisition shares and Rights Issue will be listed and quoted as the existing
listed ordinary shares; and |
| | | (ii) | The
Acquisition and Rights Issue are inter-conditional upon each other and hence,
the new ordinary shares arising from both the Rights Issue and Acquisition must
be listed and quoted at the same time. |
| | | In this instance, PLC E will adhere to the procedures under paragraph 4.0 of Practice Note 28 because both the new shares arising from the Acquisition and Rights Issue will be listed and quoted as the existing listed shares. |
| | Examples where paragraph 4.0 of Practice Note 28 is NOT applicable |
| | Example 4 |
| | PLC C proposes to undertake a private placement of
new ordinary shares and these new ordinary shares will not be entitled to the
final dividend for the financial year ended 30 March 2009. |
| | As the new ordinary shares to be issued pursuant to the private placement will not be listed and quoted as the existing listed ordinary shares to which the procedures under paragraph 4.0 apply, PLC C must follow the procedure under paragraph 2.0 of Practice Note 28. |
| | Example 5 |
| | PLC D has existing ordinary shares and warrants listed on Bursa Securities and proposes to undertake a rights issue of 80 million new ordinary shares and 80 million nominal value of Irredeemable Convertible Loan Stocks ("ICULS") to its shareholders. |
| | As the rights issue involves the issuance of a new type of securities i.e. ICULS, which is not currently listed, PLC D must follow the listing procedures under paragraph 2.0 of Practice Note 28 similar to Example 3 above. |
| | Example 6 |
| | PLC F undertakes a corporate exercise which entails the following: |
| | (a) | Proposed acquisition of DEF company for a purchase consideration of RM100 million to be satisfied by the issuance of 50 million new ordinary shares at RM2.00 per share ("Acquisition"). |
| | (b) | Rights issue of 80 million new ordinary shares on the basis of 1 new ordinary share for every 1 share held ("Rights Issue"). |
| | | Facts |
| | | (i) | The
new ordinary shares arising from the Acquisition will not be entitled to the
Rights Issue; |
| | | (ii) | The
Rights Issue shares will be listed and quoted as the existing listed ordinary
shares; and |
| | | (iii) | The
Acquisition is not conditional upon the Rights Issue. |
| | | In this instance, PLC F will adhere to the following procedures: |
| | | ● | Procedures
under paragraph 2.0 of Practice Note 28 for new ordinary shares arising from
Acquisition as it involves the issuance of a new class of securities i.e. “A”
shares; and |
| | | ● | Procedures
under paragraph 4.0 of Practice Note 28 for Rights Issue because the new shares
arising from the Rights Issue will be listed and quoted as the existing listed
shares. |
| | Please
refer to Annexure PN28-A of Practice Note 28 for a better understanding on the
application of each additional listing procedure set out under paragraphs 2.0,
3.0 and 4.0 of Practice Note 28. |