[ As at 25 March 2013 ] 

 

PART A GENERAL
13.01Introduction​ ​
This Chapter sets out the requirements that must be complied by a listed corporation which intends to undertake a scheme of compromise, arrangement, amalgamation, or reconstruction.​ ​ ​ ​
PART B SCHEMES OF COMPROMISE, ARRANGEMENT, AMALGAMATION AND RECONSTRUCTION​ ​ ​
13.02Immediate announcements
​​(1) ​A listed corporation which is undertaking a scheme of compromise, arrangement, amalgamation or reconstruction ("proposed Scheme") must immediately announce the proposed Scheme to the Exchange. The listed corporation must also immediately announce to the Exchange the information set out in Appendix 13A as and when the same becomes available.
(2) A listed corporation must also immediately announce to the Exchange any material development in the proposed Scheme.
13.03Contents of explanatory statement/circular
(1) A listed corporation must ensure that any explanatory statement/circular required by Part VII of the Companies Act 1965 to be given to the holders of securities of the listed corporation includes the information set out in Appendix 13B.
(2) The draft explanatory statement/circular must be submitted to the Exchange together with a checklist showing compliance with Appendix 13B.
PART C – SUBDIVISION OF SHARES
13.04Application of Part C
(1)A listed corporation which intends to subdivide its shares must comply with all the provisions of this Part C.
(2)The following corporations that intend to undertake a subdivision of its shares as part of its proposal or plan must comply with all requirements of this Part C except for paragraph 13.05 below:​
​ ​
(i)Cash Companies; FAQ 13.1
(ii)PN17 Issuers; or FAQ 13.1
(iii)listed corporations which were similarly classified as such under the previous corresponding provisions.
[Cross reference: Practice Note 29 ]
(3)For the purpose of this Part, unless the context otherwise requires, a "Specified Subdivision" is a subdivision of shares which -
​(a)is not conditional upon any other corporate proposal; or
(b)​is conditional upon another corporate proposal but –
​(i)​that other corporate proposal is a bonus issue; or
​(ii)​that other corporate proposal has been completed or become unconditional.
13.05Criteria for subdivision of shares
The listed corporation must comply with the following:
(a)​the listed corporation's share price adjusted for the subdivision of shares must not be less than RM0.50 based on the daily closing price of the listed corporation's shares during the 3-month period before the application date; FAQ 13.4
​(b)the issued and paid-up capital of the listed corporation must be unimpaired by losses on a consolidated basis, where applicable, based on the listed corporation's latest audited financial statements as well as its latest quarterly report; FAQ 13.2, FAQ 13.3
(c)the listed corporation is not a -
​(i)Cash Company; FAQ 13.1
​​(ii)PN17 Issuer; or FAQ 13.1
(iii)​​listed corporation which was similarly classified as such under the previous corresponding provisions; and
[ Cross reference: Practice Note 29 ]
(d)the subdivided shares must rank pari passu in all respects with each other.
13.06Application to subdivide shares
​​(1)The listed corporation must file with the Exchange an application which include the information set out in Part A of Appendix 13C and in addition, in regard to a proposed Specified Subdivision, Part B of Appendix 13C. The application must be filed not later than 1 month from the date of the listed corporation's announcement pertaining to the proposed subdivision.
​​(2)The Exchange will exercise discretion over the approval for the subdivision of listed corporation's shares and may approve or reject applications for the subdivision of such shares by listed corporations, as it deems fit.
​​(3)Where the Exchange approves an application for the subdivision of shares by the listed corporation, such approval may be unconditional or subject to such conditions, as it deems fit.
(4)Where the proposed subdivision is not on a Specified Subdivision, the listed corporation which has obtained approval for subdivision of shares must file with the Exchange an application for quotation of the subdivided shares, which must be accompanied by the documents specified in Part C of Appendix 13C and such other documents as may be specified in the approval-in-principle granted by the Exchange.
13.07Procedures relating to subdivision of shares which is not a Specified Subdivision
The following procedures apply to a subdivision of shares by the listed corporation which is not a Specified Subdivision, with the necessary adaptations, as may be applicable:
​​(a)listed corporation immediately announces to the Exchange upon the approval of the listed corporation's board of directors being given for the subdivision;
​​(b)listed corporation submits application to the Exchange for the subdivision of shares;
​​(c)listed corporation obtains the Exchange's approval for the subdivision of shares;
(d)listed corporation obtains its shareholder approval;
​(e) listed corporation immediately announces to the Exchange the books closing date and issues notices of subdivision of shares to its security holders. The trading in the shares of the listed corporation will be suspended 3 clear market days before the books closing date;
​(f) listed corporation issues subdivided shares;
​(g) listed corporation files with the Exchange an application for quotation together with supporting documents; and
​(h)​the subdivided shares are listed and quoted on the Exchange 2 market days after receipt of the application for quotation together with the requisite documents and/or confirmations and the same have been found to be complete in all respects.
13.08Procedures relating to a Specified Subdivision
The following procedures apply to a Specified Subdivision by the listed corporation, with the necessary adaptations, as may be applicable:
​​​(a)listed corporation immediately announces to the Exchange upon the approval of the listed corporation's board of directors being given for the subdivision;
​​​(b)listed corporation submits application to the Exchange for the Specified Subdivision;
​​​(c)listed corporation obtains the Exchange's approval for the Specified Subdivision;
​​(d)listed corporation obtains its shareholder approval;
​​(e)listed corporation immediately announces to the Exchange the books closing date and the date of listing and quotation of the subdivided shares;
​​(f)listed corporation issues subdivided shares;
​(g)listed corporation announces to the Exchange the books closing date on the number, type and par value of shares to be subdivided on such date; and
​​(h)the subdivided shares are listed and quoted on the Exchange on the next market day following the books closing date.
13.09Convertible securities
​(1) Where a listed corporation has previously procured approval-in-principle for the listing of shares arising from the exercise or conversion of its convertible securities ("conversion shares"), no further application for approval-in-principle need be made by the listed corporation for listing of conversion shares that are adjusted as a result of subdivision of shares undertaken by the listed corporation.
​(2)

Where a listed corporation intends to issue warrants or other convertible securities arising from adjustments due to a subdivision of shares ("consequential securities"), the listed corporation must comply with the provisions of Part I of Chapter 6, where applicable, in addition to those set out in this Chapter.

13.10Announcement to the Exchange
​(1)The listed corporation must include in the announcement to the Exchange relating to the proposed subdivision the information set out in Appendix 13D.
​(2) In relation to a Specified Subdivision, a listed corporation must -
​​​​(a)include the date of listing and quotation of the subdivided shares in the announcement of the books closing date; and
​(b)announce on the books closing date, the number, type and par value of the shares to be subdivided.
13.11Circular and notices of subdivision of shares
​(1)The listed corporation must ensure that the circular to be sent to its shareholders to obtain shareholder approval for the proposed subdivision includes the information set out in Appendix 13E.
​(2)The listed corporation must ensure that the notices of subdivision of shares to be issued to its security holders include the information set out in Appendix 13F.
​​​(3)The listed corporation must submit the draft circular and notice of subdivision of shares to the Exchange together with a checklist showing compliance with Appendices 13E and 13F respectively.
​(4)​Subparagraph (2) above does not apply to a Specified Subdivision.
13.12Fixing of books closing date for subdivision of shares
​The listed corporation must not fix a books closing date for the purpose of subdividing its shares until -
​​​​(a)the proposed subdivision has been approved by the Exchange; and
​(b)the approval of the shareholders in general meeting in respect of the proposed subdivision has been obtained.
13.13Allotment of securities, despatch of notices of allotment and application for quotation in respect of subdivided shares
​(1)Within 4 market days of the books closing date for the proposed subdivision or such other period as may be prescribed by the Exchange, a listed corporation must -
​​​​(a)issue subdivided shares;
​(b)despatch notices of allotment of subdivided shares to the shareholders; and
​​​​(c)make an application for the quotation of the subdivided shares.
​(2)Subparagraph (1) above does not apply to a Specified Subdivision.
PART D – CONSOLIDATION OF SHARES​ ​
13.14Application of Part C
​​(1)The following provisions of Part C  apply to consolidation of shares:
​​​​​​(a)subparagraphs 13.04(2) and (3);
​​​(b)paragraph 13.06 except that the application must include the information set out in paragraphs (1) to (5) and (7) to (10) of Part A of Appendix 13C;
​​​​​(c)paragraph 13.05(d); and
​​​(d)​paragraphs 13.07, 13.08, 13.09, 13.10, 13.11, 13.12 and 13.13.
​(2)For the purposes of this paragraph, all references to subdivision of shares in relation to the provisions referred to in subparagraph (1) above mean consolidation of shares.

​[ End of Chapter ]

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Appendix 13A
Appendix 13B
Appendix 13C
Appendix 13D
Appendix 13E
Appendix 13F