[ As at 27 January 2015 ]

 

Part A

Contents of circular in relation to a new issue of securities

(paragraphs 6.08(1) and 6.53(1))​ ​
(1)A heading drawing attention to the importance of the circular 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 particulars, terms and conditions of the issue and date on which the new issue of securities was announced.​
(5) The number, type and par value of the securities to be issued.​
(6) The issue price of the new issue of securities, the basis of determining the issue price and justification for the pricing.​
(7)The ranking of the new issue of securities and treatment of any fractions.​
(8)Whether listing will be sought for the new issue of securities.​
(9)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 new issue of securities is conditional or inter-conditional upon such and/or any other corporate exercise/scheme.​
(10)The basis of allotment, where applicable.​
(11)​The persons to whom the new issue of securities will be allotted/issued.​
(12) The purpose of the new issue of securities.​
(13)The justifications for embarking on the new issuance of securities rather than other available options.​
(14)A statement with regard to -​
(a)the gross proceeds of the new issue of securities;​
(b)the proposed utilisation of the gross proceeds specifying amongst others -​
(i)if it is utilised to reduce borrowings, the amount of annual savings in interest payments and the total borrowings of the group as at the latest practicable date;​
(ii)if it is for expansion, relocation of factory or office premises, the details  on the location of the factory or building, total cost of construction, built-up area and production capacity before and after the expansion or relocation (where relevant); or​
(iii)​if it is for investment purposes, the details of the investment, or if the investment has not been identified, a statement to that effect;​
(c)the estimated expenses of the new issue of securities; and
(d)the time frame for full utilisation of the proceeds.
(15)Where the proceeds from the new issue of securities are to be utilised for -
(a)​the listed issuer's group of corporations' existing business; or
(b)a new business to be acquired or undertaken,
a description and outlook of the industry where the listed issuer's group of corporations operates or will be operating and the prospects of its business in light of the industry outlook.
(16)The effects 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.​ ​​
(17)​A statement setting out all material commitments and contingent liabilities incurred or known to be incurred by the listed issuer.
(18)A statement as to whether the new issue of securities will be underwritten and the number and percentage of securities to be underwritten. Where the underwriting arrangements have been entered into, details of the underwriting arrangements, including -
(a)​​the name(s) of the underwriter(s);
(b)​​​the underwriting commission and the party that will bear the same; and
(c)​​any provisions which may permit the underwriter(s) to withdraw from obligations pursuant to the underwriting agreement and/or terminate the underwriting agreement.
(19) Where applicable, the minimum level of subscription and the basis of determining the minimum level of subscription. In the event the minimum level is not achieved, to state its impact on the proposal and alternative plans (if any).​
(20)​Where applicable, securities holders' undertakings stating the portion of the new issue of securities which the securities holders have given their written irrevocable undertaking to subscribe for their entitlement in full, including -
(a)the names of securities holders;
(b)​​​the number and percentage of the existing issued and paid-up capital held by them in the listed issuer; and
(c)the number and percentage of securities entitled to under the new issue of securities.
(21)​ Where securities holders have irrevocably undertaken to subscribe for the securities and if applicable, excess application -
(a)a statement that the securities holders have confirmed that they have sufficient financial resources to take up the securities and such confirmation has been verified by an acceptable independent party such as the listed issuer's Principal Adviser; and
(b)​​​​a statement as to the consequences of the subscription for the securities on the listed issuer and its securities holders with regard to the Take-Overs and Mergers Code.
(22) ​The monthly highest and lowest market prices of the listed securities transacted for the 12 months preceding the date of the circular and the last transacted price immediately before the announcement of the new issue of securities and as at the latest practicable date before the printing of the circular.
(23)​The approvals required for the new issue of securities and dates on which such approvals were obtained and conditions of the approvals, and the status of compliance.
(24)​The estimated time frame for completion of the new issue of securities and in the case of rights issue or bonus issue, the tentative time table for the implementation of the proposal.
(25)(a)Whether the new issue of securities is to a director, major shareholder or person connected with a director or major shareholder.
(b)If the answer to (a) is in the affirmative, a statement that such person and also the director or major shareholder concerned, where the issue is to a person connected with a director or major shareholder, must abstain from voting in respect of their direct and/or indirect shareholdings.
(c)A statement that such interested director, major shareholder or both has/have undertaken that he/they will ensure that the persons connected with him/them will abstain from voting on the resolution approving the issue at the general meeting.
(d)In the case of an interested director, a statement that the interested director has abstained or will abstain from deliberating and voting on the relevant resolution at the board meeting.
(26) In the case of a bonus issue or a two-call rights issue -
(a)(i)​the details of the reserves to be capitalised for the bonus issue or the second call of the two-call rights issue including the amount to be capitalised and the amount standing to the credit of such account;​
(ii)​a statement that the available reserves have been confirmed by the external auditors or reporting accountants pursuant to paragraph 6.30(3), if applicable;​
(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);
(c)​​where the reserves to be capitalised arise from a revaluation of real estates, the name of the independent registered valuer, and the date and method of valuation. Incorporate the valuation certificate which must contain all particulars of and information on the property being valued and regard must be had to the SC's Asset Valuation Guidelines as to the contents of the valuation certificate. Make available for inspection the valuation report and valuation certificate;
(d)​where a second opinion valuation has been obtained, the figures for the original valuation and the second opinion valuation;
(e)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 drawing securities holders' attention to the staggered implementation of the bonus issue and the potential price effects of the staggered implementation; and​
(vi)the rationale/justification for the implementation of the bonus issue on a staggered basis.​
(27)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.
(28)In the case of a Share Issuance Scheme  -
(a)  the information set out in Appendix 6E;
(b)where applicable, the rationale for extending participation in the share scheme to non-executive directors;
(c)the performance targets, if any, that must be achieved before the options can be exercised or shares can be vested, if none, a negative statement to that effect;
(d)the potential cost to the listed issuer arising from the grant of options or shares under the scheme;
(e)the aggregate maximum allocation to directors and senior management in percentage under the scheme;
(f)where the listed issuer intends to implement more than 1 Employee Share Scheme, the following information in relation to the  Employee Share Schemes:
(i)the number of schemes currently in existence;​
(ii)the following information in relation to options or shares granted to directors under all the existing schemes:​
(aa)aggregate options or shares granted since commencement of the scheme;​
(bb)aggregate options exercised or shares vested since commencement of the scheme; and​
(cc)aggregate options or shares outstanding; and​
(iii)​for each existing scheme –
(aa)​brief details of each scheme including its expiry date, eligible grantees, maximum number or 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​
(bb)​​aggregate maximum allocation to directors and senior management in percentage, and the actual percentage granted to them;​
(g)where the directors of the listed issuers have a direct or indirect interest in the scheme, the details of the said interest;​
(h)whether the allocation available will be staggered over the duration of the scheme, and –​
(i)if yes, the maximum allocation available for each financial year during the duration of the scheme; or​
(ii) if no, the reasons why not; and​
(i)whether there is any vesting period for the options or shares granted under the scheme.​
(29)In the case of issues of shares or convertible securities on a non-pro rata basis pursuant to paragraph 6.05, particulars on –
(a)the persons to whom the securities will be issued; and
(b)the amount of securities to be placed to each placee. ​
(30)Where the issuance of securities or proceeds are utilized for acquisition of assets/interests and such acquisition falls within the ambit of Chapter 10 and shareholder approval is required pursuant to Chapter 10, the relevant information on the transaction as required under Appendix 10B of these Requirements.
(31)A statement by the board of directors excluding interested directors stating whether the issue is in the best interest 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. ​
(32)​​Where voting is required, a recommendation together with the basis of such recommendation from the board of directors excluding interested directors as to the voting action that securities holders should take.
(33)In the case of a Share Issuance Scheme, as an appendix, the bylaws of the scheme.
(34)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)(i) ​that such adviser has given and has not withdrawn its written consent to the inclusion of the adviser's name, letter or both (if applicable) in the form and context in which it is included; and ​
(ii) by the adviser as to whether a 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;
(c)a statement of all material litigation, claims or arbitration involving the listed issuer 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)directors'/solicitors' opinion of the outcome; and​
(vi)the status;​
(d)​a statement that from the date of the circular until the date of the general meeting the following documents (or copies  of the documents) may be inspected at the registered office of the listed issuer:
(i)the memorandum and articles of association;​
(ii)the audited financial statements of the listed issuer, group or both 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 relevant cause papers in respect of the material litigation referred to in subparagraph (c) above;​
(vi)the trust deed and/or deed poll (where applicable);​
(vii)the profit estimate and/or forecast together with the auditors' letter (if provided);​
(viii)​the pro forma consolidated statement of financial position together with the auditors' letter (if provided); and​
(ix)by-laws of the scheme, in the case of a Share Issuance Scheme.​
(35) Any other information which the securities holders and their Principal Advisers would reasonably expect to find in a circular of that nature for the purpose of making an informed decision. ​ ​
Part B​ ​ ​ ​
Additional contents of circular in relation to convertible securities
(paragraph 6.53(1))
​ ​
(1)The maximum number of the underlying securities which would be issued on the exercise of the convertible securities.
​ ​
(2)The ranking of the securities arising from the exercise or conversion.
(3)​Whether listing will be sought for the securities that will be issued upon exercise or conversion. ​
(4)The period during which the convertible securities may be exercised and the date when this right commences and expires.​
(5)The amount payable on the exercise of the convertible securities and the basis of determining the exercise or conversion price.​
(6)The step-up or step-down pricing mechanism (if any), the amount of step-up or step-down and the time frames for the adjustment of the exercise or conversion price.​
(7)The rights of the holders on the liquidation of the listed issuer.
(8)The arrangement for the adjustment in the subscription or purchase price and in the number of convertible securities in the event of alteration to the share capital of the listed issuer.​
(9)The rights (if any) of the holders to participate in any distributions and/or offers of further securities made by the listed issuer.​
(10)Where the convertible securities have debt features -​
(a)the interest rate and interest payment date(s);​
​ ​
(b)the method of redemption;​
(c)whether guaranteed or secured; and if so, details of such guarantee or security; and​
(d) the rating of the issue.​
 (11) A summary of the material terms of the convertible securities.
(12) Where applicable, all provisions for changes in the terms of the convertible securities during the tenure of the securities.​
(13) The proposed utilisation of proceeds arising from the exercise or conversion of convertible securities. ​

[ End of Appendix ]

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