[ As at 27 January 2015 ]

 

Part A

Contents of circular in relation to a share buy-back
(paragraph 12.06(3))​ ​
(1)​A heading drawing attention to the importance of the circular and advising holders of shares 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 document.
(3)A statement with regard to the reasons for the proposed purchase.
(4)The maximum number or percentage of shares to be acquired.
(5)The total maximum amount of funds to be allocated for the proposed purchase or otherwise a basis, other than reference to any person's discretion or opinion, or a formula to determine the maximum fund that is to be allocated.
(6)The amount of retained profits and share premium based on the latest audited financial statements and the latest management accounts (where applicable).
(7)The number of shares held directly and indirectly by the directors and substantial shareholders.
(8)The source of funds for the purpose of the proposed purchase including, where applicable, details relating to financing for the proposed purchase, the repayment capabilities of the listed corporation and the impact on its cash flow.
(9)The direct and indirect interests of the directors and substantial shareholders and any person connected with the directors and/or substantial shareholders in the proposed purchase of shares or resale of treasury shares.
(10)Both the potential advantages and disadvantages of the proposed purchase to the listed corporation and its shareholders respectively.
(11)​Any material financial effect on the listed corporation or group if the proposed purchase(s) were to be carried out in full at any time during the proposed authorised period (such as the working capital of the listed corporation as compared with the position disclosed in the most recent published or announced audited financial statements).
(12) A statement as to the consequences of the proposed purchase on the listed corporation and its shareholders with regard to the Take-Overs and Mergers Code or in relation to a foreign corporation, the relevant laws of the place of incorporation in respect of take-overs and mergers.
(13)​The details of any purchase made in the preceding 12 months giving the date of each purchase and the purchase price per share or the highest, lowest and average prices paid and total consideration paid for such purchase(s).
(14)​The details of number of shares currently held as treasury shares and of any resale of treasury shares made in the preceding 12 months giving the date of each resale and the resale price per share or the highest, lowest and average resale prices and total consideration received for such resale(s).
(15)The details of any cancellation of shares made in the preceding 12 months.
(16)The details of the highest and lowest prices at which the relevant shares were traded on the Exchange for the preceding 12 months and the last transacted price on the latest practicable date before printing the circular.
(17)Whether it is the proposed intention of the directors to retain the shares as treasury shares or cancel them, or both, the rationale for the alternatives chosen and, if available, information as to the percentage or number of shares purchased which are to be retained and/or cancelled.
(18)​The public shareholding spread of the listed corporation, as at the latest practicable date.
(19)A statement by the board of directors whether the proposal is in the best interest of the listed corporation.
(20)​A recommendation from the board of directors as to the voting action that shareholders should take.
(21)​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 corporation 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)​where a person is named in the circular as having advised the listed corporation or its directors, a statement that such adviser has given and has not withdrawn its written consent to the inclusion of the adviser's name and/or letter (where applicable) in the form and context in which it is included;
(c)​a statement of all material contracts (not being contracts entered into in the ordinary course of business) entered into by the listed corporation and/or its subsidiaries 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;
(d)a statement of all material litigation, claims or arbitration involving the listed corporation and/or any of its subsidiaries, including those pending or threatened against such corporations. The following particulars 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;
(e)​a statement that for a period of not less than 2 weeks following the publication of the circular, the following documents (or copies of the documents) may be inspected at the registered office of the listed  corporation:
(i)the memorandum and articles of association;
​​​(ii)​the audited financial statements of the listed corporation/group for the past 2 financial years 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 expert, any part of which is extracted or referred to in the circular;
​​(iv)the letters of consent referred to in subparagraph (b) above;
​​(v)the material contracts referred to in subparagraph (c) above; and
(vi)the relevant cause papers in respect of material litigation referred to in subparagraph (d) above.
(22)Any other information concerning the proposed purchase as shareholders and their advisers would reasonably require and would reasonably expect to find in the circular for the purposes of making an informed assessment as to the merits of approving the proposed purchase and the extent of the risks involved in doing so.
Part B
Contents of Share Buy-back Statement
(paragraph 12.06(4))
​​(1)A statement that Bursa Malaysia Securities Berhad takes no responsibility for the contents of the statement, 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 document.
​​(2)A statement with regard to the reasons for the proposed purchase.
(3)The amount of retained profits and share premium based on the latest annual audited financial statements and the latest management accounts (where applicable).
​​(4)The source of funds for the proposed purchase, including where applicable, details relating to financing for the proposed purchase, the repayment capabilities of the listed corporation and the impact on its cash flow.
​​(5)The direct and indirect interests of the directors and substantial shareholders and any person connected with the directors and/or substantial shareholders in the proposed purchase of shares or resale of treasury shares.
​​(6)Both the potential advantages and disadvantages of the proposed purchase to the listed corporation and its shareholders respectively.
​​(7)Any material financial effect on the listed corporation or group if the proposed purchase(s) were to be carried out in full at any time during the proposed authorised period (such as the working capital of the listed corporation as compared with the position disclosed in the most recent published or announced audited financial statements).
​​(8)A statement as to the consequences of the proposed purchase on the listed corporation and its shareholders with regard to the Take-Overs and Mergers Code or in relation to a foreign corporation, the relevant laws of the place of incorporation in respect of take-overs and mergers.
​(9)A statement referring its shareholders to the relevant parts of its annual report where information on purchases made by the listed corporation of its own shares in the last financial year, is set out.
(10)​​The public shareholding spread of the listed corporation, as at the last practicable date.
​(11)A​ statement by the board of directors whether the proposal is in the best interest of the listed corporation.
​​(12)A recommendation from the board of directors as to the voting action that shareholders should take.
​​(13)Any other information concerning the proposed purchase as shareholders and their advisers would reasonably require and would reasonably expect to find in the Share Buy-back Statement for the purposes of making an informed assessment as to the merits of approving the proposed purchase and the extent of the risks involved in doing so.

 ​[ End of Appendix ]

Back to Top