[ As at 13 July 2015 ]

 

Contents of circular to shareholders in relation to transactions
(paragraphs 10.07(1), 10.08(2)(a) and 10.11A(1)(c))

Part A
General information to be included, where applicable, in the circular to shareholders in relation to transactions
(1)If voting or other action is required, a heading drawing attention to the importance of the document and advising holders of securities who are in any doubt as to what action to take to consult appropriate independent advisers.
(2)​A statement that Bursa Malaysia Securities Berhad takes no responsibility for the contents of the circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of the circular. In relation to an Exempt Circular, a statement that Bursa Malaysia Securities Berhad has not perused the circular before its issuance.
(3)​The purpose of the circular.
(4)​The date on which terms of the transaction were agreed upon and the date on which the transaction and any revision to it was announced.
(5)​The particulars of the transaction, including a description of the corporation or assets to be acquired or disposed of, as the case may be.
(6)The salient features of the agreement relating to the transaction.
(7)The details of any other intended corporate exercise/scheme which have been announced but not yet completed before the printing of the circular and whether the transaction is conditional or inter-conditional upon such and/or any other corporate exercise/scheme.
(8)​The audited financial and other relevant information pertaining to the assets, including but not limited to the net book value of the assets.
(9)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 asset was taken into consideration, quantifying the net assets and stating whether it was based on audited financial statements; and
(b)the justification for the consideration.
(10)How the consideration will be satisfied including the terms of any arrangement for payment on a deferred basis.
(11)In the event the consideration is based on or involves a profit guarantee, details of the listed issuer's right of recourse in the event the profit guarantee is not met.
(12)The effects of each transaction on - ​
(a)​the share capital, and substantial shareholders' shareholdings based on the latest practicable date;
(b)the net assets per share and gearing based on the latest audited consolidated financial statements for the most recently completed financial period, assuming that the transaction had been effected at the end of that financial period; and
(c)the earning per share based on the latest audited consolidated financial statements for the most recently completed financial period, assuming that the transaction had been effected at the beginning of that financial period.
(13)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)the issue price, basis of determining the issue price and the justification for the pricing of the securities;
(iv) 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;
(v)if the vendor is an individual, the name of the vendor; and
(vi)the highest and lowest prices of such securities as transacted on the Exchange for the preceding 12 months including the last transacted price before the announcement on the transaction and on the latest practicable date before the printing of the circular;
(b)where the purchase consideration is to be satisfied wholly or partly by cash, the source(s) of funding, the breakdown and details of the vendor;
(c)a statement as to whether the corporation and/or assets will be acquired free from encumbrances; and
(d)the particulars of all liabilities, including contingent liabilities and guarantees to be assumed by the listed issuer arising from the acquisition.
(14)In the case of a disposal -​ ​
(a)​the expected gains or losses  to the group;
(b)​the subject matter's contribution to the group's net profit based on the latest audited financial statements;
(c)where the sale consideration is to be satisfied in cash, the intended application of the sale proceeds and the breakdown, including the timeframe for the full utilisation of proceeds, and if the proceeds are to be used for -
(i)reducing borrowings, the quantification of the total borrowings of the group as at the latest practicable date before printing of the circular and the savings in interest payment or expense per annum arising from the repayment; and
(ii)details of the investments. If these have not yet been identified, a statement of how the proceeds will be utilised in the meantime, pending identification of the investments;
(d)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)whether listing will be sought for the securities;
(iv)​the issue price, the basis of determining the issue price and the justification for the pricing of the securities; and
(v)a statement as to whether such securities are to be sold or retained;
(e)the original cost of investment and the date of such investment;
(f)details of the purchaser;
(g)​particulars of all liabilities to be assumed by the purchaser arising from the transaction; and
(h)if the disposal is expected to result in the listed issuer becoming a Cash Company or a PN17 Issuer, a statement to that effect.​
(15)The rationale for the transaction including any benefit which is expected to accrue to the listed issuer as a result of the transaction.
(16)​Where a feasibility report in relation to the acquiree corporation and assets has been prepared, the name of the expert who prepared the report and a brief conclusion of the report. Incorporate the letter from the expert, and make available for inspection the report and letter.
(17)​In relation to the assets or interests to be acquired -
(a)​a description of the assets or interest to be acquired and outlook of the industry where it operates;
(b)​the prospects of the assets or interests in light of its industry's outlook and competition; and
(c)a description of the future plans of the assets or interests and steps to be taken (including time frame and financial resources required to be committed) to realise such plans.
(18)​The risks in relation to -
(a)​the transaction;
(b)​the assets or interests to be acquired (as well as the corporation whose securities are to be received as consideration for the disposal); and
(c)the overall industry where the assets or interests to be acquired operates,
which had or could materially affect, directly or indirectly, the business, operating results and financial condition of the listed issuer and the mitigating factors.
(19)The estimated additional financial commitment required of the corporation in putting the assets acquired on-stream.
(20)The tentative timetable for the implementation of the proposal.
(21)The valuation of the assets as at the latest practicable date, if applicable, and the name of the independent registered valuers.
(22)For depleting or specialised businesses, such as timber concessions and oil and gas businesses, information on the breakdown of assets/inventories, reserves, extraction rates and returns.
(23)Whether the transaction is subject to the approval of shareholders and the relevant government authorities, the conditions imposed and the status of compliance.
(24)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.
(25)​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.
(26) In the case of an acquisition, where the purchase consideration is based on or involves a profit guarantee, a statement as to whether the profit guarantee provided is realistic, taking into consideration the historical performance and future prospects of the corporation and/or asset to be acquired.
(27) A recommendation from the directors and the basis of such recommendation from the directors, excluding interested directors, as to the voting action shareholders should take.
(28)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:
(a)​the date and place of incorporation;
(b)​the authorised and issued and paid-up capital;
(c)the number, type and par value of the shares making up the share capital. Where there is more than one type of shares or securities in issue, the following:
(i)the differences between the different types of securities;
(ii)whether convertible; if so, the rate and period;
(iii)​whether redeemable; if so, the rate and period; and
(iv) the tenure;
(d)the following details of its subsidiaries and associated companies:
(i)the name;
(ii)​the date and place of incorporation;
​​(iii)the issued and paid-up capital;
(iv) ​the percentage of effective interest of the corporation; and
(v)the principal activities;
(e)a brief history of the corporation or business for the past 3 year or since inception, whichever is the later, and if reorganised as a result of merger, consolidation or reorganisation, similarly the history of the predecessor corporations;
(f)the general nature of business conducted by the corporation and its subsidiaries including principal products manufactured or services performed; size and location of the factories; principal markets for the products and raw materials; percentage of sales broken down between domestic and foreign; annual production capacity and output for the past 3 years and if significant, the amount spent on and number of persons employed in research and development;
(g)​the details of material commitments and contingent liabilities incurred or known to be incurred by the acquiree corporation and impact on profits or net assets upon becoming enforceable;
(h)​the type of businesses or assets owned;
(i)the particulars of directors including name, nationality, designation and their direct and indirect shareholdings;
(j)​the particulars of substantial shareholders including name, nationality, country of incorporation and their direct and indirect shareholdings;
(k)the financial information based on the audited  financial statements (past 3 years or since incorporation, whichever is the later) and the latest interim results, if available, stating -
(i)​the turnover;
(ii)​the profit before tax but after minority interest;
(iii)the profit after tax and minority interest;
(iv)​the gross earnings per share (EPS);
(v)​the net EPS;
(vi)​the paid-up capital;
(vii)the shareholders' funds;
(viii)the net assets;
(ix)the net assets per share;
(x)the current ratio;​
(xi)total borrowings (all interest-bearing debts); and
(xii)the gearing ratio.
(l)the commentary on past performance, which should include analysis and/or discussion of -​ ​
(i)​significant and specific factors contributing to exceptional performance in any of the financial years under review and significant changes in the financial performance on a year-to-year basis, whether favourable or adverse;
(ii)accounting policies adopted which are peculiar to the corporation/ business because of the nature of the business or the industry it involves in, as well as the effects of such policies on the determination of income or financial position; and​
(iii)​any audit qualification for the financial statements in any of the financial years under review; and
(m)​the latest audited financial statements together with the notes and the auditors' report (not required if accountant's report is provided).
(29)Where the percentage ratio is 50% or more, a directors' report on the unlisted corporation to be acquired.
(30)An appendix containing the following information:
(a)​a responsibility statement by the directors that the circular has been seen and approved by the directors of the listed issuer and that they collectively and individually accept full responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries to the best of their knowledge and belief there are no other facts the omission of which would make any statement in the circular misleading;
(b)​details of material commitments and contingent liabilities incurred or known to be incurred by the listed issuer;
(c)​where a person is named in the circular as having advised the listed issuer or its directors, a statement -
(i)that such adviser has given and has not withdrawn its written consent to the inclusion of the adviser's name and/or letter (if applicable) in the form and context in which it is included; and
(ii)​by the adviser as to whether conflict of interests exists or is likely to exist in relation to its role as an adviser. If a conflict of interests exists or likely to exist in relation to its role as an adviser, to provide full disclosure of the nature and extent of the conflict of interests or potential conflict of interests, the parties to the conflict, and measures taken for resolving, eliminating, or mitigating the situations of conflict of interests.
For this purposes, "conflict of interests" means circumstances or relationships which affect or may affect the ability of the adviser to act independently and objectively or where the adviser has an interest in the outcome of the proposal which interferes or is likely to interfere with its independence and objectivity; FAQ 10.63
(d)a statement of all material contracts (not being contracts entered into in the ordinary course of business) entered into by the corporation to be acquired or disposed of and the corporation whose shares or convertible securities are to be issued as consideration for the disposal by the listed issuer within 2 years immediately preceding the date of the circular. The following particulars must be disclosed in respect of each such contract:
(i) ​the date of the contract;
(ii)​the parties of the contract;
(iii)the general nature; and
(iv)the consideration and mode of satisfaction;
(e)a statement of all material litigation, claims or arbitration involving the corporation/assets to be acquired or disposed of and the corporation whose shares or convertible securities are to be issued as consideration for the disposal by the listed issuer including those pending or threatened against such corporations. The following information must be disclosed:
(i)the background;
(ii)the date of the suit,
(iii)the names of the plaintiff(s) and defendant(s),
(iv)​the estimate, of the maximum exposure to liabilities;
(v)the directors/solicitors' opinion of the outcome; and
(vi)​the status;
(f)a​ statement that for a period from the date of the circular to the date of the extraordinary general meeting, the following documents (or copies of the documents) in respect of the listed issuer, the corporation which is the subject of the transaction, and the corporation whose shares or convertible securities are to be issued as consideration for the disposal by the listed issuer, where applicable, may be inspected at the registered office of the listed issuer -
(i)​the memorandum and articles of association;
(ii)the audited financial statements for each of the 2 financial years preceding the publication of the circular and the latest unaudited results since the last audited financial statements;
(iii)all reports, letters or other documents, statement of financial position, valuations and statements by any adviser, any part of which is extracted or referred to in the circular;
(iv) the letters of consent referred to in subparagraph (c) above;
(v)the material contracts referred to in subparagraph (d) above; and
(vi)the relevant cause papers in respect of material litigation referred to in subparagraph (e) above.
(31)Any other information which the security holders and their advisers would reasonably expect to find in a circular of that nature for the purpose of making an informed decision.
Part B
Additional specific information to be included in circular to shareholders in relation to joint-ventures
(1)​The details of the joint-venture partners.
(2)The authorised and current issued and paid-up capital.
(3)The terms of the joint-venture agreement.
(4)​The breakdown of the total capital and investment outlay in the joint-venture.
(5)​The eventual issued and paid-up capital of the joint-venture corporation.
(6)​The number, type, par value of the shares making up the share capital. 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.​
(7) The equity interest held by the respective parties.
(8)The name of the joint-venture corporation.
(9)​The source(s) of funds for financing the investment in the joint-venture corporation, and the breakdown.
(10)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, or vacant 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)​a valuation certificate which  must comply with the  SC's Asset Valuation Guidelines. The valuation report and valuation certificate must be made available for inspection; FAQ 10.62
(g)​a quantification of the market value of the real estate as appraised by the independent registered valuer;
(h)​the net book value based on the latest audited financial statements; and
(i) 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;
(d)the production for the past 3 years; and
(e)​the profit contribution or revenue and expense account of the estate for the past 3 years.
(3)Where the real estate to be acquired or disposed of consist of buildings the following additional information:​
(a)​the number of storeys, gross built-up and net lettable or useable areas;
(b)the area to be self-occupied and let out respectively; and
(c)the percentage of occupancy.
(4)Where the real estate is in the process of being 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;
(g)​whether relevant approvals for the development have been obtained and date(s) obtained;
(h)whether for sale or rental. If for sale, the percentage of sales or number of units sold to-date. If for rental, the expected rental income per annum; and
(i)​whether planning consent has been obtained and if so, whether there are any conditions attached to such consent.
Part D
Additional specific information to be included in relation to acquisitions or disposals of construction corporations
(1)A description of current projects undertaken by the corporation - date of award, type of construction, name of the project, owner of the project, location of the project and value.
(2)The expected commencement and completion date(s) of construction of projects on hand or in progress.
(3)A description of recent major projects completed - date of commencement and completion of construction, type of construction, contract value and project owner.
(4) A confirmation on whether the project owner is a director, substantial shareholder of the acquire corporation or persons connected with them in respect of current and past projects undertaken / completed.
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 concession giver/licensor.
(3)​The details of any construction risk.
(4)​The dependence on concession giver/ licensor.
(5)​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 expert's report on policies on the foreign investments, taxation and repatriation of profits of the host country.
(2)​Where an accountant's report is required pursuant to Part G of this Appendix, the report must be prepared by a firm of public accountants registered in Malaysia, in accordance with the approved accounting standards of the Malaysian Accounting Standards Board.
(3)​A valuation report on the foreign assets proposed to be acquired prepared by a qualified valuer, the appointment of which complies with the SC's Asset Valuation Guidelines in relation to the appointment of valuer for valuation of foreign property assets. FAQ 10.62
(4)The expert's report, prepared by industry experts, on the fairness of the total purchase consideration for the foreign securities or assets proposed to be acquired.
(5)A legal opinion from a reputable law firm on -
(a)​the ownership of title to the securities or assets in the foreign jurisdiction;
(b)​the enforceability of agreements, representations and undertakings given by foreign counter-parties under relevant laws of domicile; and
(c)other relevant legal matters.
Part G​ ​
Additional specific information to be included in relation to very substantial transactions
(paragraph 10.10)
(1)The proforma consolidated statement of financial position together with the notes and the auditors' letter showing effects before and after the transaction based on the listed issuer's –
​ ​
(a)​published or announced audited financial statements for the latest financial period ended; or
(b)​latest published or announced interim financial report which must be reviewed by external auditors.
Where an interim report referred to in subparagraph 1(b) above is used, a statement that the interim report has been reviewed by external auditors.
(2)​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.
(3)An accountant's report on the unlisted corporation to be acquired which must include the following:
(a)​the statement of profit and loss and other comprehensive income (or its equivalent) in respect of each of the 3 financial years immediately preceding the last date to which the financial statements were made up; and
(b)the statement of financial position (or its equivalent) for each of the past 3 financial years immediately preceding the last date to which the financial statements were made up.
​The report will not be required if the percentage ratio for the very substantial transaction is triggered due to aggregation of the transactions of the unlisted corporation under paragraph 10.12, but where individually, the percentage ratio of each transaction is less than 100%.
(4)​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. The listed issuer must ensure that the information provided is verified and confirmed by independent experts.
(5)In the case of a disposal, a statement on the listed issuer's future activities and direction after the disposal of the asset.
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 and 10.14)
(1)The following statements to be stated on the cover page of the circular:
"The Securities Commission has approved the proposal contained in this circular. The approval should not be taken to indicate that the Securities Commission recommends the proposal or assumes responsibility for the correctness of any statement made or opinion or report expressed in this circular. The Securities Commission has not, in any way, considered the merits of the proposal being tabled for shareholders' or unit holders' approval."
"The Securities Commission is not liable for any non-disclosure on the part of the issuer and takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness, and expressly disclaims any liability for any loss you may suffer arising from or in reliance upon the whole or any part of the contents of this circular."
(2)If the transaction results in a change in the controlling shareholder(s) 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, the following information in respect of the new controlling shareholder(s) or controlling unit holders, where applicable:
(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;
(d)​the common directorships and controlling shareholdings or controlling unit holdings in other listed issuers;
(e)​the principal business;
(f)qualification and experience of the new controlling shareholder or controlling unit holder, if the new controlling shareholder or controlling unit holder is an individual; and
(g)​the new controlling shareholder(s)' or controlling unit holder(s)' interest in all other entities or businesses, principal activities of such entities or nature of such businesses. If a conflict of interests exists or likely to exist, to provide full disclosure of the nature and extent of the conflicts of interests or potential conflicts of interests, the parties to the conflicts, and measures taken for resolving, eliminating, or mitigating the situations of conflict of interests.
(3)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;
(b)occupation and qualification;
(c)profile, including designation, function and business and management expertise; and
(d)the new director's interest in all other entities or businesses, principal activities of such entities or nature of such businesses. If a conflict of interests exists or likely to exist, to provide full disclosure of the nature and extent of the conflicts of interests or potential conflicts of interests, the parties to the conflicts, and measures taken for resolving, eliminating, or mitigating the situations of conflict of interests.
(4)Changes in the substantial shareholders or substantial unit holders in the assets or interests to be acquired over the past 3 years.
(5)Background of the vendors whom are substantial shareholders or substantial unit holders ("Vendor") of the assets or interests to be acquired, where applicable -
(a)name;
(b)​date and place of incorporation;
(c)principal activities;
(d)substantial shareholders or substantial unit holders and directors of the Vendors and their respective shareholdings or unit holdings; and
(e)occupation, qualification and experience of the Vendors.
(6)A summary of the key audited financial data of the assets or interests to be acquired for the past 3 to 5 financial years based on audited financial statements (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, the items mentioned in paragraph 28(k) of Part A above.
(7)An accountant's report on the unlisted entity to be acquired which must include the following:
​​(a)the statement of profit and loss and other comprehensive income (or its equivalent) in respect of each of the 3 to 5 financial years (depending on the profit track record used for compliance with the SC's Equity Guidelines) immediately preceding the last date to which the financial statements were made up; and
(b)the statement of financial position (or its equivalent) for each of the past 3 to 5 financial years (depending on the profit track record used for compliance with the SC's Equity Guidelines) immediately preceding the last date to which the financial statements were made up.
(8)The proforma consolidated statement of financial position together with the notes and the auditors' letter showing effects before and after the transaction based on the listed issuer's –
​(a)​published or announced audited financial statements for the latest financial period ended; or
​(b)​latest published or announced interim financial report which must be reviewed by external auditors.
Where an interim report referred to in subparagraph (b) above is used, a statement that the interim report has been reviewed by external auditors.
(9)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 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.
​(10)Qualitative assessment of each asset/ interest to be acquired as follows:
(a)​analysis of the quality of the products, services, applications, significant recent trends in demand and production, sales and inventory and state of the current order book;
​(b) ​product/services diversity, quality and whether deemed a necessity or luxury; level of gearing, liquidity and working capital requirements; market access, market share/ ranking/ reputation; competitive advantage in terms of operations, technology, pricing, financing etc.; details of long term contracts, availability of resources, capability to diversify, sensitivity to economic downturn, business, operational, financial, and investment risks;
(c)​information of customer and supplier base including number of customers/ suppliers, length of relationship and dependency on major customers/ suppliers and mitigating factors;
​(d)​description of industry/sector (including size), past and present performance, growth prospects, industry players and competition, demand/supply conditions, level of market saturation in terms of players and/or products, relevant laws and regulation governing the industry/sector.
(11)​A thorough discussion and analysis of the business, financial conditions and prospects of the assets or interests to be acquired or where applicable, those of its group. Such discussion and analysis must contain, at the minimum, the information required under the section on Management's Discussion and Analysis of Financial Condition, Results of Operations and Prospects of Chapter 12 of the SC's Prospectus Guidelines.
(12)If the asset is infrastructure project asset/business or entities involved in infrastructure projects, to provide information as required under Chapter 19 of the SC's Prospectus Guidelines.
Part I
Additional specific information to be included in relation to qualifying acquisition of a Special Purpose Acquisition Company
(paragraph 10.14)
(1)Details of all credit facilities entered into by the SPAC, and the proposed utilisation of funds. Details of the credit facility must include, amongst others, the salient terms of the facility and details of any security provided.
(2)​Aggregate fair market value of the qualifying acquisition(s) in monetary terms and as a percentage of the aggregate amount then on deposit in the trust account (net of any taxes payable).
​(3) ​Terms and procedures of the liquidation distribution upon failure to meet the timeframe for the qualifying acquisition. This should also include the situation where the qualifying acquisition has been approved by shareholders but fails to be completed on time.
(4)Voting and conversion options available to the shareholder in relation to the qualifying acquisition should be clearly disclosed.
Part J
Additional specific information to be included in relation to Major Disposals
(paragraph 10.11A(1)(c))
(1)A statement by the board of directors stating whether the Major Disposal is fair and reasonable and in the best interest of the listed corporation, together with the reasons and factors taken into consideration in forming that opinion.
(2)A statement by the board of directors setting out the following:
(a) detailed description of the future plans of the listed issuer;
​(b)whether it is the listed corporation's intention to maintain its listing status;
(c)the intended application of the sale proceeds and the breakdown, including the timeframe for the full utilisation of proceeds; and
​(d)implications of Practice Note 16, if applicable.
​(3)A separate letter by the independent adviser incorporating -
​(a) its opinion as to whether the Major Disposal and its related proposals (if any) are fair and reasonable in so far as the shareholders or unit holders  are concerned. Such opinion must set out the reasons for, the key assumptions made and the factors taken into consideration, in forming that opinion. In arriving at such opinion, the independent adviser should comply with the relevant provisions relating to an independent adviser’s recommendation in Practice Note 15 – Independent Advice Circular issued by the SC pursuant to the Take-Overs and Mergers Code; and
​(b)​its advice to the shareholders on whether they should vote in favour of the Major Disposal and its related proposals (if any).
​(4)The independent advice circular must include the following:
​(a)​the industry and its outlook in which the listed corporation has its core or major business activities;
​(b)​the prospects of the listed corporation in light of its industry outlook and competition; and
​(c)in the case of a securities exchange offer –
​(i)​the industry and its outlook in which the acquirer has its core or major business activities; and
​(ii)the prospects of the acquirer in light of its industry's outlook and competition.
​(5) Where the consideration for the Major Disposal is by way of cash or partly in cash, a statement by the board of directors and commentary by the independent adviser as to whether the acquirer has sufficient financial resources to undertake the acquisition.
(6)​A statement by the board of directors on the listed corporation's intention to deal with its treasury shares and the impact of such dealing on the shareholders' entitlement pursuant to the Major Disposal, if any.

[ End of Appendix ]

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