​[ As at 27 January 2015 ]

 

Part A

Contents of announcement in relation to a new issue of securities

(paragraphs 6.07, 6.32, 6.48 and 6.52)

(1) The number, type and par value (where applicable) of securities to be issued.
(2)The ranking of the new issue of securities.​
(3)Whether listing will be sought for the new issue of securities.​
(4)The issue price of the new issue of securities, the basis of determining the issue price and justification for the pricing.​
(5)The basis of allotment, where applicable.​
(6) The persons to whom the new issue of securities will be allotted/issued.​
(7)The gross proceeds from the issue of securities and a detailed statement with regard to the utilisation of such proceeds, where applicable.​
(8)Where the proceeds from the new issue of securities are to be utilised for a new business to be acquired or undertaken, a description of the industry where the new business operates or will be operating.​
(9)The effect of the new issue of securities on -​
(a)the issued and paid-up capital (to show effect for each proposal);​
(b)the net assets per share based on the latest audited consolidated financial statements (to show effect for each proposal);​
(c)the earnings per share of the group​;
(d)the substantial shareholding structure (to show effect for each proposal);​
(e)gearing, where applicable; and​
(f)any existing convertible securities.​
(10)Where applicable, the minimum level of subscription and the basis of determining the minimum level of subscription.​
(11) The approvals required for the new issue and the estimated time frame for submission of the application to the relevant authorities.​
(12)The estimated time frame for completion of the new issue of securities.​
(13)Whether the directors, major shareholders or persons connected with them have any interest, direct or indirect, in the issue.​
(14)The purpose of the new issue of securities.​
(15) The justification for embarking on the new issuance of securities rather than other available options.​
(16) In the case of a bonus issue or a two-call rights issue -  
(a)the details of the reserves to be capitalised for the bonus issue or the second call of the two-call rights issue; ​
(b)a statement that the reserves required for capitalisation of the second call of the two-call rights issue or the bonus issue complies with paragraphs 6.19 and 6.30(1) of these Requirements; and
(c)where the bonus issue is to be made in stages over a period of time, relevant details of the same including -​
(i) the extended implementation period;​
(ii)the tentative books closing dates;​
(iii)the effects of the bonus issue on reserves;​
(iv) a statement that the listed issuer has adequate reserves to cover the entire bonus issue;​
(v) a statement as to the potential price effects of the staggered implementation; and​
(vi)the rationale/justification for the implementation of the bonus issue on a staggered basis. ​
(17) In the case of issue and placement of securities in stages over a period of time, the relevant details of the same including the rationale/justification. ​
(18)In the case of a Share Issuance Scheme, the duration of the scheme, basis of determining the exercise price and eligibility.​
(18A)Where the listed issuer intends to implement more than 1 Employee Share Scheme, the following information in relation to the  Employee Share Schemes:​
(a)the number of schemes currently in existence;​
(b)the following information in relation to options or shares granted to directors under all the existing schemes:​
(i)aggregate options or shares granted since commencement of the scheme;​
(ii)aggregate options exercised or shares vested since commencement of the scheme; and​
(iii) aggregate options or shares outstanding; and​
(c)for each existing scheme –
(i)brief details of each scheme including its expiry date, eligible grantees, maximum number of percentage of total shares issued or vested under the scheme, total number of shares granted, and total number of options exercised or shares vested; and​
(ii)aggregate maximum allocation to directors and senior management in percentage, and the actual percentage granted to them.​
(19)Where the issuance of securities or proceeds are utilized for an acquisition of assets or interests and such acquisition falls within the ambit of Chapter 10 of these Requirements and announcement is required pursuant to Chapter 10, the relevant information on the transaction as required under Appendix 10A of these Requirements.
(20)​Where a mandate for issue of securities is sought, a statement whether such mandate is a renewal and the details of the previous mandate.
Part B​ ​
Additional contents of announcement in relation to an issue of debt securities

(paragraph 6.48)

(1)The interest rate and interest payment dates.​
(2)The issue and maturity dates.​
(3) The method of redemption.​
(4)Whether guaranteed or secured, and if so, details of such guarantee or security. ​
(5)The rating of the issue.​
(6) A summary of other material terms of issue.​
Part C
Additional contents of announcement in relation to an issue of convertible securities

(paragraph 6.52)

(1)The conversion or exercise price and basis of determining the conversion or exercise price.​
(2)The conversion or exercise period.​
(3) The step-up or step-down pricing mechanism (if any), the amount of step-up or step-down and the time frames for the exercise or conversion price adjustment.​
(4)The number of new securities that will be issued upon full exercise or conversion.​
(5)A summary of material terms of the issue.​
(6) Where applicable, all provisions for changes in the terms of the convertible securities during the tenure of the securities.​
(7) The use of future proceeds arising from the conversion or exercise.​

[ End of Appendix ]

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