[ As at 13 July 2015 ]

 

Contents of announcement in relation to transactions
(paragraphs 10.06(1), 10.08(1), 10.08(11)(i) and (j), and 10.11A(1)(c))

Part A​ ​
General information to be included, where applicable, in announcement of transactions
(1)​The details of the transaction including particulars of the assets being acquired or disposed of.
(2)A description of the business carried on.
(3)The total consideration, together with –
​(a) the basis of arriving at the consideration, other than on a "willing buyer willing seller" basis. If it was based on net assets, the year the net assets were taken into consideration, quantifying the net assets and stating whether it was based on audited financial statements;
​(b)the justification for the consideration; and
​(c)the manner in which the consideration will be satisfied including the terms of any arrangement for payment on a deferred basis.
​(4)​The financial information on the assets which are the subject matter of the transaction, including but not limited to, net profits attributable to assets and net assets or net book value of the assets.
​(5)The effect of the transaction on the listed issuer, which includes the effect of the transaction on the earnings per share, net assets per share, gearing, share capital and substantial shareholders' shareholding of the listed issuer.
​(6)In the case of a disposal -
​(a) the expected gains or losses to the group;
​(b)​where the sale consideration is to be satisfied in cash the intended application of the sale proceeds and the breakdown, including the timeframe for full utilisation of proceeds, and details of the purchaser;
​(c)​where shares or other securities are intended to form part of the consideration -
​(i) the number, type and par value of securities to be issued;
​(ii)the ranking of the securities;
​(iii)​the issue price, basis of determining the issue price and justification for the pricing of the securities;
​(iv)a statement as to whether such securities are to be sold or retained;
​(v) the principal activities and issued and paid-up capital of the corporation in which the securities are or will be held; and
(vi) ​the names of the directors and substantial shareholders of the corporation in which the securities are or will be held;
​(d) particulars of all liabilities to be assumed by the purchaser arising from the transaction;
​(e)the original cost of investment and the date of such investment; and
​(f)if ​the disposal is expected to result in the listed issuer becoming a Cash Company or a PN17 Issuer, a statement to that effect.
​(7) In the case of an acquisition -
​(a)where the consideration is to be satisfied in whole or in part by an issue of securities of the listed issuer -
​(i)the number, type and par value of securities to be issued;
(ii)​​the ranking of the securities;
​(iii)whether listing will be sought for the securities;
​(iv)the issue price, basis of determining the issue price and justification for the pricing of the securities;
​(v)if the vendor is a corporation, the name and principal activity of the vendor and names of its directors and substantial shareholders together with their respective shareholdings; and
​(vi)if the vendor is an individual, the name of the vendor;
​(b)where the purchase consideration is to be satisfied by cash, the source of funding, its breakdown and details of the vendor; and
​(c)​particulars of all liabilities, including contingent liabilities and guarantees to be assumed by the listed issuer, arising from the transaction.
​(8)Where the consideration is in the form of equity share capital, the weighted average market price for the equity share capital for the 5 market days before the date on which the terms of the transaction were agreed upon.
​(9)​Whether the transaction is subject to the shareholder approval and the relevant government authorities and the estimated time frame for submission of the application to the relevant authorities. 
​(10)​Whether the directors and/or major shareholders and/or persons connected with a director or major shareholder have any interest, direct or indirect, in the transaction and the nature and extent of their interests.
​(11) The rationale for the transaction including any benefit which is expected to accrue to the listed issuer as a result of the transaction.
​(12)The salient features of the agreement and valuation report, if any, and the time and place where such documents may be inspected.
​(13) ​The date on which the terms of the transaction were agreed upon.
​(14)A statement by the board of directors, excluding interested directors stating whether the transaction is in the best interests of the listed issuer, and where a director disagrees with such statement, a statement by the director setting out the reasons and the factors taken into consideration in forming that opinion​.
​(15)The prospects of the assets or interests to be acquired.
(16)​​The risks in relation to the transaction including risk factors of the assets or interests to be acquired.
​(17)The estimated time frame to complete the transaction.
​(18)​The highest percentage ratio applicable to the transaction pursuant to paragraph 10.02(g) of these Requirements.
​(19)Where any one of the percentage ratios is 25% or more, the following information must be included:
​(a)​where a feasibility report in relation to the transaction has been prepared, the name of the expert who prepared the report and a brief conclusion of the report. To state the time and place where such report may be inspected;
​(b)​the estimated additional financial commitment required of the corporation in putting the assets acquired on-stream; 
​(c)​for depleting or specialised businesses, such as timber concessions and oil and gas businesses, information on the reserves, extraction rates and returns;
​(d)where another corporation is acquired or disposed of, or where shares or other securities in another corporation are to be received as consideration for a disposal, the following information in respect of the other corporation in an appendix:
​(i)​the general nature of business conducted by the corporation and its subsidiaries including principal products manufactured or services rendered and principal markets for the products or services;
​(ii)​the audited financial information (past 3 years or since incorporation, whichever is the later) and the latest interim results, if available, stating turnover, profit before tax and profit after tax and minority interest; and
​(iii)​where there is any material fluctuation in turnover or profits in any of the years, the explanation for the fluctuation.
(20)Any other information which is necessary to enable an investor to make an informed investment decision.
Part B
Additional specific information to be included in relation to joint-ventures
​(1)​The details of the joint-venture partners.
​(2)The breakdown of the total capital and investment outlay in the joint-venture.
​(3)​The eventual issued and paid-up capital of the joint-venture corporation.
​(4)​The number, type and par value of the shares. Where there is more than one type of shares or securities issued, the following:
​(a)​the differences between the different types of shares or securities;
​(b)​whether convertible; if so, the rate and period;
​(c)​whether redeemable; if so, the rate and period; and
​(d) ​the tenure.
(5)The equity interest held and to be held by the respective parties.
(6) ​​The name of the joint-venture corporation.
​(7)​The source(s) of funds for financing the investment in the joint-venture corporation, and the breakdown.
​(8)If no joint-venture corporation will be set up, the terms of cost and profit sharing and the estimated total cost of project.
Part C​ ​
Additional specific information to be included in relation to a transaction which involves an acquisition or disposal of real estate
​(1)A description of each real estate including -
​(a)​the postal address or identification (lot, title number, relevant mukim, district and state) of the real estate;
​(b)a brief description (e.g. whether land or building, approximate area, etc.);
​(c)​the existing and proposed use (e.g. shops, offices, factories, residential, etc.). If currently let out or is proposed to be let out, the details of the rentals and the rental income or expected rental income per month or per annum. If the real estate to be disposed is currently used as a factory, the effect of a disposal on the operations;
​(d)​the approximate age of the buildings;
​(e)the terms of the tenure; if leasehold, the expiry date of the lease;
​(f)​whether any valuation was carried out on the real estate; if so, the name of the independent registered valuer, date and method of valuation and quantification of the market value;
​(g)the net book value based on latest audited financial statements; and
​(h)the encumbrances, if any.
​(2) ​If the real estate acquired or disposed of is an estate or plantation, the following additional information:
​(a)​the present and future usage;
​(b)the type of estate or plantation;
​(c)the maturity of the trees; and
​(d)​the production for the past 3 years.
(3)​Where the real estate consist of buildings, the following:
​(a)​the amount of lettable space;
​(b)the amount of lettable space available for letting and the occupancy; and
​(c)the percentage of occupancy.
​(4)Where the real estate is in the process of being developed or is intended to be developed, the following additional details:
​(a)​the details of development potential, i.e. name of the project, type of development - residential, industrial or commercial, number of units in respect of each type of development;
​(b)​the total development cost;
​(c)​the expected commencement and completion date(s) of development;
​(d)​the expected profits to be derived;
​(e)the stage or percentage of completion;
​(f)​the sources of funds to finance the development cost; and
​(g)whether relevant approvals for the development have been obtained and date(s) obtained.
Part D
Additional specific information to be included in relation to acquisitions or disposals of construction corporations
​ ​ ​
​(1)​A description of the current projects undertaken by the corporation – type of construction, name of the project, owner of the project, and value.
(2)​​The expected commencement and completion date(s) of construction.
(3)​The contract value of the recent major projects completed and current projects on hand.
Part E
Additional specific information to be included in relation to acquisitions or disposals of infrastructure project asset/ business or corporations involved in infrastructure projects
​(1)The pertinent details of the concession/license, including but not limited to -
​(a)​nature of the concession/license (e.g. Build-Operate-Transfer, Build-Transfer-Operate, Build-Own-Operate, etc.); 
​(b)life/duration and exclusivity/non-exclusivity of the concession/license;
​(c)​salient terms and conditions of the concession/license;
​(d)infrastructure project corporation's rights, interest and major obligations under the concession/license; and 
​(e)Acts/regulations under which the concession/license is granted;
​(2)The nature of relationship with the concession giver/licensor.
​(3)​The details of financing requirements and sources of funding.
Part F
Additional specific information to be included in relation to foreign acquisitions where any one of the percentage ratios is 25% or more
(1)​​The financial and other relevant information pertaining to the corporation and/or assets to be acquired including a summary of the key audited financial data of the assets or interests to be acquired for the past 3 financial years or since the date of incorporation or commencement of operations, whichever is the later. The financial data must include, but not be limited to, turnover, pre-tax profit, after-tax profit, shareholders' funds and total borrowings.
​(2)​The policies on the foreign investments and repatriation of profits of the host country.
Part G
Additional specific information to be included in relation to very substantial transactions
(paragraph 10.10)
​(1)A summary of the key audited financial data of the assets of business or interests to be acquired for the past 3 financial years or since the date of incorporation or commencement of operations, whichever is the later. The financial data must include, but not be limited to, shareholders' funds and total borrowings.
​(2)The financial effects on proforma net assets (based on the latest audited financial statements) of the listed issuer on completion of the acquisition or restructuring exercise.
(3)​For assets or interests to be acquired which do not have any profitability track record (as in certain privatisation cases), the information must include, but not be limited to, the total cost needed to put on-stream the operation of the assets or interests and the proportion to be assumed or guaranteed by the listed issuer, the expected date on which the profit contribution will accrue to the listed issuer and the expected returns to be derived, together with the appropriate assumptions used. Information provided should be verified and confirmed by independent experts.
Part H
Additional specific information to be included in relation to significant change in business direction or policy of a listed issuer
(paragraphs 10.11 & 10.14)
​(1)​A summary of the key audited financial data of the assets or interests to be acquired for the past 3 to 5 financial years (depending on the profit track record used for compliance with the SC's Equity Guidelines) or since the date of incorporation or commencement of operations, whichever is the later. The financial data must include, but not be limited to, shareholders' funds and total borrowings.
(2)​​The financial effects on proforma net assets (based on the latest audited financial statements) of the listed issuer on completion of the acquisition or restructuring exercise.
​(3)For assets or interests which do not have any profitability track record (as in certain privatisation cases), the information must include, but not be limited to, the total cost needed to put on-stream the operation of the assets or interests and the proportion to be assumed or guaranteed by the listed issuer, the expected date on which profit contribution will accrue to the listed issuer and the expected returns to be derived.
(4)​​If the transaction results in a change in the controlling shareholder of the listed issuer, or in relation to a listed business trust, a change in the controlling unit holder of the listed business trust or controlling shareholder of the trustee-manager for the listed business trust, a statement to that effect and the following information in respect of the new shareholder or unit holder:
(a)​the name;
​(b)​the date and place of incorporation;
(c)​the names of directors and substantial shareholders or substantial unit holders and their respective shareholdings or unit holdings; and
​(d)​the principal business.
(5)​If the transaction results in a change in the board of directors of the listed corporation, the following information in respect of the new board of directors:
​(a)​name and nationality; and
​(b)​occupation and qualification.
(6)​Background of the vendors who are substantial shareholders or substantial unit holders of the assets or interests to be acquired:
​(a)name;
​(b)date and place of incorporation;
​(c)principal activities;
​(d)​substantial shareholders or substantial unit holders and directors and their respective shareholdings or unit holdings.
Part I​ ​ ​
Additional specific information to be included in relation to Major Disposals
(paragraph 10.11A(1)(c))
​(1)​Identity of the independent adviser, the date of its appointment and a statement explaining the role of the independent adviser.
​(2)​Identity of the ultimate offeror as defined in the Take-Overs and Mergers Code as if the Major Disposal were the proposed take-over offer. 
​(3)​A statement whether the board of directors is seeking other alternative bids.
(4)​​Where the consideration for the Major Disposal is by way of cash or partly in cash, a statement whether the acquirer has sufficient financial resources to undertake the acquisition. FAQ 10.59

​[ End of Appendix ]

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