[ As at ​27 January 2015 ]

 

PART A – GENERAL

6.01Introduction
(1)​This Chapter sets out the requirements that must be complied with by an applicant or a listed issuer, as the case may be, for any new issue of securities.
(2)​​If the new issue of securities is pursuant to or will result in a significant change in the business direction or policy of a listed issuer, the listed issuer must also comply with the requirements under this Chapter 6, where applicable.
(3)​Additional requirements relating to issuance of securities pursuant to acquisitions are set out in Chapter 10
(4)​For the purpose of this Chapter, unless the context otherwise requires -
(a)​a "Specified Bonus Issue" is a bonus issue of securities which - FAQ 6.16, FAQ 6.17
(i)​is not conditional upon any other corporate proposal, or​
(ii) ​is conditional upon another corporate proposal but – ​
 (aa)​​ that other corporate proposal is a subdivision or consolidation of shares; or ​
​(bb)​​ ​that other corporate proposal has been completed or become unconditional; ​
(b)​a "Specified Subdivision" has the meaning given in paragraph 13.04(3); and FAQ 6.16, FAQ 6.17
(c)​a "Specified Consolidation" has the meaning given in paragraph 13.14. FAQ 6.16, FAQ 6.17
PART B - ADMISSION
6.02Admission
(1)​The Exchange will exercise discretion over the listing of new issues of securities on its Official List and may approve or reject applications for the listing of such new issues of securities, as it deems fit.
(2)​Where the Exchange approves an application for the listing of a new issue of securities, such approval may be unconditional or subject to such conditions, as it deems fit.
(3) ​In granting approval for the listing of a new issue of securities by listed issuers, the Exchange considers amongst others, whether -
(a)​the approvals of the relevant authorities have been obtained, if any;​
(b)​shareholder approval is required under these Requirements;​
(c)​the listed issuer is under consideration for possible de-listing under Chapter 16; ​
(d)​the listed issuer has satisfactory corporate governance practices;​ FAQ 6.1
(e)​the listed issuer has addressed all situations of conflict of interests satisfactorily; or​
(f)​the application by the listed issuer undermines public interest. ​
(4)​A listed issuer must submit a listing application under this Chapter to the Exchange through a Principal Adviser. ​FAQ 6.2
​(5)A listed issuer and its Principal Adviser must comply with the relevant listing procedures and requirements relating to a new issue of securities as may be prescribed by the Exchange. FAQ 6.3, FAQ 6.4. FAQ 6.5, FAQ 6.6, FAQ 6.7, FAQ 6.8

[ Cross reference: Practice Note 28  ]

(6)​The listed issuer, adviser or other persons accepting responsibility for all or any part of the information and documents submitted to the Exchange in relation to any listing application must exercise due diligence and comply with the SC's Guidelines on Due Diligence Conduct for Corporate Proposals as if the submission were made to the SC.
PART C – GENERAL REQUIREMENTS FOR NEW ISSUE OF SECURITIES
6.03General mandate for issue of securities
(1)​Subject to paragraph 6.06 and notwithstanding the existence of a resolution pursuant to section 132D of the Companies Act 1965, or in relation to a foreign corporation, a resolution of a similar nature pursuant to the relevant laws of the place of incorporation, a listed issuer must not issue any shares or convertible securities if the nominal value of those shares or convertible securities, when aggregated with the nominal value of any such shares or convertible securities issued during the preceding 12 months, exceeds 10% of the nominal value of the issued and paid-up capital (excluding treasury shares) of the listed issuer except where the shares or convertible securities are issued with the prior shareholder approval in a general meeting of the precise terms and conditions of the issue. FAQ 6.10
(2)​In working out the number of shares or convertible securities that may be issued by a listed issuer, if the security is a convertible security, each such security is counted as the maximum number of shares into which it can be converted or exercised.
(3)​Where a general mandate for issue of securities is sought, the listed issuer must include in the statement accompanying the proposed resolution the following information: FAQ 6.9
(a)​whether such mandate is new or a renewal;​
(b)​where such mandate is a renewal or has been sought for in the preceding year, to specify the following:​
(i) ​the proceeds raised from the previous mandate, if any;​
​ ​
(ii)​the details and status of the utilisation of proceeds; and​
(c)​the purpose and utilisation of proceeds from the general mandate sought.​
6.04 Issue of new securities under a general mandate
Subject to paragraph 6.05, where issuance of shares or convertible securities is made pursuant to paragraph 6.03(1), the listed issuer must ensure the following:
(a) ​​shares are not priced at more than 10% discount to the weighted average market price of the shares for the 5 market days immediately before the price-fixing date;
(b)​for issue of convertible securities –
(i)​if the exercise or conversion price is fixed, such price is not more than 10% discount to the weighted average market price of the underlying shares for the 5 market days immediately before the price-fixing date; and​
(ii)​if the exercise or conversion price is based on a formula, any discount in the price-fixing formula is not more than 10% of the weighted average market price of the underlying shares for the 5 market days immediately before exercise or conversion; and​
(c)​​securities are not placed to –
(i)​the interested director, interested major shareholder, interested chief executive or interested person connected with a director, major shareholder or chief executive (all as defined in paragraph 6.06); and​
(ii)​nominee corporations, unless the names of the ultimate beneficiaries are disclosed.​
6.05 Issue of securities with specific shareholder approval 
Where an issue of shares or other convertible securities departs from any of the applicable requirements stipulated in paragraph 6.04, the listed issuer must obtain the prior shareholder approval in a general meeting for the precise terms and conditions of the issue, in particular on –
(a)​​the issue, exercise or conversion prices of the securities or, in a situation where such prices are to be determined after the date of shareholder approval, the basis or formula of determining such prices; and
(b)​​the purposes of the issue and utilisation of proceeds.
6.06Allotment of shares to directors etc  FAQ 6.13, FAQ 6.14
(1)  ​Subject to subparagraph (1A) below, a listed issuer must ensure that it or any of its subsidiaries does not issue shares or other convertible securities to the following persons unless shareholders in general meeting have approved the specific allotment to be made to such persons:
(a)​a director, major shareholder or chief executive of the listed issuer or a holding company of the listed issuer ("interested director", "interested major shareholder" and "interested chief executive"); or​
(b)​a person connected with an interested director, interested major shareholder or interested chief executive ("interested person connected with a director, major shareholder or chief executive").​
(1A)​​Subparagraph (1) above is not applicable to an issue of securities –
(a)​on a pro rata basis to shareholders; ​
(b)​pursuant to a back-to-back placement undertaken in compliance with paragraph 6.14; or​
(c)​pursuant to a Dividend Reinvestment Scheme.​
(2)​Notwithstanding any provision to the contrary in these Requirements, in a meeting to obtain shareholder approval in respect of the allotment referred to under subparagraph (1) above -
(a)​the interested director, interested major shareholder, interested chief executive or interested person connected with a director, major shareholder or chief executive; and​
(b)​

where the allotment is in favour of an interested person connected with a director, major shareholder or chief executive, such director, major shareholder or chief executive,

​​must not vote on the resolution approving the said allotment. An interested director, interested major shareholder or interested chief executive must ensure that persons connected with him abstain from voting on the resolution approving the said allotment.​
(3)​​ A listed issuer must include the following in the notice of meeting:
(a) ​the number of securities to be so allotted;​
(b) ​the purpose of allotment;​
(c)​the precise terms and conditions of the allotment; and​
(d) ​the identity and relationship of the persons connected with the director, major shareholder or chief executive, where applicable.​
(4)​Except in the case of an issue of securities on a pro rata basis to shareholders and subject to subparagraph (1) above, a listed issuer must ensure that its subsidiary does not issue shares or other convertible securities to a director, major shareholder or chief executive of the said subsidiary or the holding company of the said subsidiary (other than the listed issuer or a holding company of the listed issuer) or a person connected with such director, major shareholder or chief executive unless - FAQ 6.12
(a)​the listed issuer has obtained the prior approval of its board of directors for the specific allotment to such persons; ​
(b)​the board of directors of the listed issuer has ensured that the allotment is fair and reasonable to the listed issuer and in the best interests of the listed issuer; and ​
(c) ​the listed issuer immediately announces the specific allotment to such persons and includes in the announcement:​
(i) ​the information prescribed in subparagraph (3) above; and
​ ​
(ii)​a statement by the board of directors of the listed issuer that the allotment is fair and reasonable to the listed issuer and in the best interests of the listed issuer. 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.​

6.07

Announcement to the Exchange FAQ 6.11

(1) ​​A listed issuer must include the information set out in Part A of Appendix 6A in its announcement to the Exchange relating to a proposed new issue of securities.
(2)​​Where a listed issuer is undertaking an issuance and placement of securities in stages over a period of time, the listed issuer must, upon placement of the securities, immediately announce to the Exchange, the number and issue price of the securities.
6.08Circular FAQ 6.11
(1)​​A listed issuer must include the information set out in Part A of Appendix 6B , in the circular to obtain the securities holder approval in respect of a new issue of securities.
(2)​​The draft circular or in the case of a bonus issue, the circular must be submitted to the Exchange together with a checklist showing compliance with Part A of Appendix 6B.
6.09 Allotment of securities, despatch of notices of allotment and quotation application in respect of a public issue
​Where a listed issuer issues securities to the public, within 8 market days of the final applications date or such other period as may be prescribed by the Exchange, a listed issuer must -
(a)​​issue or allot the securities;
(b)​despatch notices of allotment to the successful applicants; and​
(c)​apply for the quotation of such securities, where applicable.
6.10Document for issue of securities to be made overseas
​Where an issue of securities is to be made overseas and is supported by a prospectus or other public documents, a listed issuer must ensure that the prospectus or other public documents in English are lodged with the Exchange. Such documents must be endorsed with "Specimen – For Information Only."
PART D – REQUIREMENTS RELATING TO PLACEMENT
6.11Additional requirements
A listed issuer which intends to undertake a placement must comply with the provisions in this Part, in addition to those set out in Parts B and C of this Chapter, where applicable.
[ Cross reference: Practice Note 28 ]
6.12Placement agent
The Principal Adviser must act as the placement agent for placements of securities.​ ​ ​
6.13Payment of securities
​The listed issuer must issue and allot securities as soon as possible after the price-fixing date. In any event, the listed issuer must ensure payments for the securities are made by the placees to the listed issuers within 5 market days from the price-fixing date. For issues of securities under paragraph 6.05, the price-fixing date will be taken as the date of shareholder approval, except in instances where the price is determined on a date subsequent to the shareholder approval.
6.14Back-to-back placements
(1)​A listed issuer may undertake a back-to-back placement involving –
(a)​an existing shareholder selling down existing shares of the listed issuer to a placement agent for subsequent placement to placees; and​
(b) ​the listed issuer issuing new shares to the said existing shareholder to replace the shares sold earlier to the placement agent.​
(2)​A listed issuer which undertakes a back-to-back placement must comply with the following conditions:
 (a)​the listed issuer has an average daily market capitalisation of at least RM500 million in the 3 months ending on the last business day of the calendar month immediately preceding the date of the placement;​
(b)​the listed issuer complies with the shareholding spread requirements under paragraph 8.02(1); and​
(c) ​the listed issuer gives the Exchange a declaration from its existing shareholders involved in the back-to-back placement arrangement to the Exchange that they will not derive any financial benefit from such an arrangement, whether directly or indirectly.​ FAQ 6.15
6.15Placees' details
(1)  ​As soon as practicable after the placement of securities and before the listing of such new issue of securities, the Principal Adviser must submit to the Exchange the following:
(a)the final list (broken down by each placement agent) setting out the names, home or business addresses, identity card/passport/company registration numbers, occupations/principal activities and securities account numbers of all the placees and the ultimate beneficial owners of the securities placed (in the case where the placees are nominee corporations or funds), and the amount and price of securities placed to each placee; and​
(b)a confirmation from the Principal Adviser that to the best of its knowledge and belief, after having taken all reasonable steps and made all reasonable inquiries, the details set out in the final list of placees in subparagraph (a) above are accurate and the issue or placement exercise complies with the requirements as stated in this Chapter.​
(2)The information on the ultimate beneficiaries of the securities as required in subparagraph (1)(a) above need not be submitted for the following types of placees:
(a) statutory institutions managing funds belonging to the general public;​
(b)unit trust funds or collective investment schemes approved by the SC; and​
(c)collective investment schemes which are authorised, approved or registered investment schemes incorporated, constituted or domiciled in a jurisdiction other than Malaysia and regulated by the relevant regulatory authority in that jurisdiction, subject to the Principal Adviser confirming to the Exchange that such schemes have been duly authorised, approved or registered.​
6.16Exchange's right for further information
The Exchange reserves the right to require the submission of further information on the issue or placement exercise and the placees if necessary, for establishing the propriety of the exercise and independence of the placees.
PART E REQUIREMENTS RELATING TO A RIGHTS ISSUE
6.17Additional Requirements
A listed issuer which intends to make a rights issue of securities must comply with the provisions in this Part in addition to those set out in Parts B and C of this Chapter, where applicable.
[ Cross reference: Practice Note 28 ]
6.18Underwriting 
(1)Underwriting arrangements in relation to a rights issue of securities are at the discretion of the listed issuer and its Principal Adviser.
(2)The Principal Adviser submitting the application for listing to the Exchange must be part of the syndicate of underwriters for the securities offered under the rights issue if there is underwriting arrangement.
(3)A listed issuer must disclose the following in its circular to shareholders:
(a)the minimum level of subscription and the basis for determining the minimum level based on factors, such as the level of funding required by the listed issuer; and​
(b)the level of underwriting that has been arranged, together with justifications for the level arranged. ​
(4)Where the minimum level of subscription is not achieved, the implementation of the rights issue of securities must be terminated and all consideration received must be immediately returned to all subscribers.
(5)​If certain shareholders wish to irrevocably undertake to subscribe for the securities offered under the rights issue, the listed issuer must ensure that -
(a) ​the shareholders have sufficient financial resources to take up the securities, as verified by an acceptable independent party, such as the listed issuer's Principal Adviser; and​
(b) ​the shareholders consider the consequences of the rights issue with regard to the Take-Overs and Mergers Code, if applicable. ​
6.19 Requirements in relation to two-call rights issues
​A listed issuer undertaking a two-call rights issue of securities by way of the capitalisation of reserves is subject to and must comply with the requirements set out in paragraphs 6.30 and 6.31 (where applicable), subject to such adaptations, where necessary.  ​ ​
6.20A rights issue must be renounceable
A listed issuer must ensure that a rights issue allows for renunciation in part of or in whole in favour of a third party at the option of the entitled security holders.
6.21Fixing of books closing date for a rights issue
(1)​A listed issuer must not fix a books closing date to determine persons entitled to participate in a rights issue until it has -​
(a)obtained the Exchange's approval for the issue and listing of the right issue; ​
(b)obtained shareholder approval in general meeting for the rights issue; and ​
(c)executed the underwriting agreement, where applicable.​
(2)​ ​​​Notwithstanding subparagraph (1)(b) above, a listed issuer may fix a books closing date before it obtains the shareholder approval provided that -
(a) the listed issuer's shareholders holding more than 50% of the aggregate of the nominal amounts of all the voting shares in the listed issuer have given their written irrevocable undertaking - ​
(i) ​ to vote in favour of the rights issue during the general meeting; and
​ ​
(ii)that they will not dispose of or otherwise reduce their shareholdings to 50% or below in any manner until after the general meeting to approve the rights issue is duly convened and passed; ​
(b)the listed issuer has submitted to the Exchange its shareholders' irrevocable undertakings referred to in subparagraph (a) above; and​
 (c)the listed issuer ensures that the last day of trading on a cum entitlement basis falls at least 1 market day after the date of the general meeting. ​
6.22Notice of books closing date for a rights issue
​A listed issuer must ensure that the period from the date it announces the books closing date for a rights issue to the books closing date is not less than 10 market days.
6.23Timetable for a rights issue
(1)A listed issuer must fix the closing date for the receipt of applications for and acceptance of the new securities to be issued pursuant to a rights issue ("Rights Securities") at least 11 market days after the books closing date.
(2) ​Appendix 6C illustrates the timeline for a rights issue.​
6.24Announcements of important relevant dates of a rights issue FAQ 6.19
(1)​A listed issuer must, on the same day of announcing its books closing date for a rights issue, announce all the other important relevant dates relating to such rights issue as follows:
(a)​date for commencement of trading of the rights;
(b)​date for despatch of abridged prospectus and subscription forms;
(c)​date for cessation of trading of the rights;
(d)​last date of acceptance;
(e)​date for excess Rights Securities application;
(f)​date for payment;
(g)​date for announcement of final subscription result and basis of allotment of excess Rights Securities;
(h)​listing date of the Rights Securities;
(i)​whether the Rights Securities will be listed and quoted as the existing securities of the same class or will be separately quoted on the listing date. If the Rights Securities will be separately quoted on the listing date, to specify the entitlement that the holders of the Rights Securities will not be entitled to; and
(j)such other important dates as the listed issuer may deem appropriate.
(2) ​​A listed issuer must undertake due care and diligence when announcing the relevant dates as set out in subparagraph (1) above. A listed issuer must immediately announce to the Exchange -
(a)​any change to the important relevant dates as announced pursuant to subparagraph (1) above; or 
(b)​any event that may result in the listed issuer being unable to comply with the important relevant dates as announced pursuant to subparagraph (1) above as soon as it becomes aware of such event,
stating the change and reasons for such change.​ ​
6.25Abridged Prospectus FAQ 6.20
A listed issuer must announce to the Exchange the abridged prospectus in respect of a rights issue duly registered by the SC and lodged with the Registrar of Companies, at least 1 market day before the commencement of trading of the rights.
6.26Issue of notices of provisional allotment FAQ 6.24, FAQ 6.25, FAQ 6.27
A listed issuer must issue to the persons entitled within 2 market days, or such other period as the Exchange may approve after the books closing date -
(a)the notices of provisional allotment; and
​(b)​the rights subscription forms.
6.27Availability of rights subscription forms
​(1)​A listed issuer must make available sufficient copies of the rights subscription form at its registered office and share registrar's office to enable the acceptance of the rights.
​(2)​A listed issuer must provide to each Participating Organisation a reasonable number of copies of the rights subscription form upon issue of the notices of provisional allotment and the rights subscription forms to the entitled persons.
6.28Allotment of securities, despatch of notices of allotment and quotation application in respect of a rights issue
​Within 8 market days after the final applications closing date for a rights issue or such other period as may be prescribed or allowed by the Exchange, a listed issuer must -
​(a)​issue and allot the Rights Securities;
​(b)​despatch notices of allotment to the allottees; and
​(c)​apply for the quotation of such Rights Securities.
PART F – REQUIREMENTS RELATING TO A BONUS ISSUE
6.29Additional Requirements
A listed issuer which intends to make a bonus issue of securities must comply with the provisions in this Part, in addition to those set out in Parts B and C of this Chapter, where applicable.​ ​

[ Cross reference: Practice Note 28 ]

6.30Criteria for bonus issues
(1)​​A listed issuer intending to make a bonus issue of securities must ensure that the necessary reserves required for capitalisation of the bonus issue is unimpaired by losses on a consolidated basis, where applicable, based on the listed issuer's latest audited financial statements as well as its latest quarterly report.  FAQ 6.34, FAQ 6.35
(2)Where a listed issuer intends to make a bonus issue of securities not from its retained profits but by way of the capitalisation of reserves arising from revaluation of assets, only the surplus arising from one or more of the following may be capitalised for the purpose of the bonus issue:
(a)​revaluation of investments in subsidiaries or associated companies. In this respect, surplus arising from the revaluation of plant, machinery and equipment of the listed issuer's subsidiaries or associated companies must not be capitalised; and
(b)​revaluation of real estates. In this instance, at least 20% of the valuation amount of the revalued real estates must be retained in the revaluation reserves after the capitalisation for the bonus issue.
(3)​A listed issuer must ensure that the available reserves for capitalisation are adequate to cover the entire bonus issue of securities. If the reserves for capitalisation are not based on the annual audited financial statements of the listed issuer such reserves must be verified and confirmed by the external auditors or reporting accountants of the listed issuer. Where a confirmation by the external auditors or reporting accountants is required, the reserves for capitalisation, which may be adjusted for subsequent events, must be based on the latest audited financial statements or the latest quarterly report, whichever is the later. FAQ 6.29, FAQ 6.30
6.31Valuation report for revaluation of real estates
​(1)Where the bonus issue is to be made by way of the capitalisation of reserves arising from revaluation of real estates under paragraph 6.30(2)(b), a listed issuer must –
(a)

submit 2 copies of the valuation report on the real estate concerned to the Exchange and a copy of the valuer's undertaking letter in the form of Appendix 6D immediately after the listed issuer announces the bonus issue (if available) or as soon as the valuation report is ready. In any event, the listed issuer must submit the valuation report together with the valuer's undertaking letter to the Exchange at least 1 month before it issues its circular in relation to the bonus issue; and FAQ 6.31, FAQ 6.32

(b)ensure that the date of valuation which forms the basis of the valuation certificate included in the circular is not more than 6 months before the date of the circular issued to shareholders.
(2)A listed issuer and its valuer must ensure that the valuation report submitted pursuant to subparagraph (1) above complies with these Requirements and the SC's Asset Valuation Guidelines.
(3)​If the listed issuer or the valuer becomes aware of any circumstance or significant change which has or will have material effect on the content, validity or accuracy of its valuation report before the date of issuance of the circular, the valuer and the listed issuer must cause the valuation report to be updated. If the listed issuer fails to do so, the valuer must withdraw its consent to the inclusion of the valuation report in the circular.
​(4)​Notwithstanding subparagraph (1) above, the Exchange may at its discretion and whenever it deems appropriate, at the cost of the listed issuer -
(a)obtain a second opinion on the valuation report submitted by the listed issuer from another valuer appointed by the Exchange; or FAQ 6.33
(b)require a listed issuer to conduct a valuation on any asset.
​(5)A listed issuer and its valuer must comply with the instruction, directive or condition imposed by the Exchange and within such timeframe as may be specified by the Exchange.
(6)The Exchange may refer any valuation report received by the Exchange to the SC for review. The listed issuer and its valuer must provide the Exchange or the SC on a timely basis, any information or assistance required in relation to the valuation report.
(7)For the purposes of subparagraphs (1)(a), (2), (3) and (6) above, a "valuation report" includes a valuation certificate.
6.32Staggered implementation of a bonus issue
(1)A listed issuer may implement a bonus issue in stages over a period of time.
(2)

A listed issuer must include the information set out in Part A of Appendix 6A in its first announcement on the bonus issue to the Exchange, where applicable. FAQ 6.11

(3)A listed issuer must subsequently announce each books closing date pursuant to paragraph 9.19(1) and include a statement that the listed issuer has adequate reserves to implement the bonus issue in the announcements.
6.33Ranking of bonus issue securities
The bonus issue securities must rank pari passu in all respects with the existing securities of the same class upon listing.
6.34Fixing of books closing date for a bonus issue
​A listed issuer must not fix a books closing date to determine persons entitled to participate in a bonus issue until it has obtained -
(a)​the Exchange's approval for the listing of the bonus issue; and
(b)the shareholder approval in general meeting for the bonus issue.
6.35Announcements in relation to a bonus issue of securities
(1)​A listed issuer must ensure that the period from the date it announces the books closing date for a bonus issue to the books closing date is not less than 10 market days.
(2)​A listed issuer must include the following when announcing the books closing date:
(a)​the maximum number of bonus issue securities which may be listed and quoted; and
​(b)the date of listing and quotation.
​(3)Where the bonus issue is not a Specified Bonus Issue and the date of listing and quotation referred to in subparagraph (2)(b) above, ("Relevant Date") cannot be ascertained at the time of announcement of the books closing date, the listed issuer must state that the Relevant Date is dependent upon the other corporate proposal being completed or becoming unconditional.
​(4)​Where the bonus issue is a Specified Bonus Issue, a listed issuer, must, on the books closing date, announce the exact number of bonus issue securities which will be listed and quoted.
​(5)Where the bonus issue is not a Specified Bonus Issue, immediately upon the other corporate proposal being completed or becoming unconditional and the listed issuer becoming aware of or ascertaining the Relevant Date, the listed issuer must announce - 
​​(a)the exact number of bonus issue securities which will be listed and quoted; and
​​(b)​the Relevant Date, if not previously announced.
PART G – REQUIREMENTS RELATING TO A SHARE ISSUANCE SCHEME
6.36 Additional Requirements
A listed issuer which intends to issue shares pursuant to a Share Issuance Scheme must comply with the provisions in this Part, in addition to those set out in Parts B and C of this Chapter, where applicable.
[ Cross reference: Practice Note 28 ]
6.37Eligibility and allocation
(1)​​Subject to the provisions set out in subparagraphs (2) and (3) below and paragraph 6.44, the board of directors of the listed issuer may determine the eligibility and allocation criteria under a Share Issuance Scheme.
​(2)​The listed issuer must ensure that participation in the scheme is restricted to directors and employees of the listed issuer's group.
​(3)​The listed issuer must also ensure that -
​(a)​its directors and senior management do not participate in the deliberation or discussion of their own allocation; and
​(b)​the allocation to a director or employee who, either singly or collectively through persons connected with the director or employee, holds 20% or more of the issued and paid-up capital (excluding treasury shares) of the listed issuer, does not exceed 10% of the total number of shares to be issued under the scheme.
​(4)​For the purpose of subparagraphs (2) and (3) above, unless the context otherwise requires -
​(a)​"group" means the listed issuer and its subsidiaries which are not dormant; and
​(b)"persons connected with an employee" has the meaning given in relation to persons connected with a director or major shareholder as defined in paragraph 1.01.
6.38Number of shares
​(1)​The listed issuer must ensure that the total number of shares to be issued under a Share Issuance Scheme is not more than 15% of its issued and paid-up capital (excluding treasury shares) at any one time. FAQ 6.37, FAQ 6.38
​(2)​For the purpose of subparagraph (1) above, where a listed issuer purchases its own shares or undertakes any other corporate proposal resulting in the total number of shares to be issued under the scheme exceeding 15% of its issued and paid-up capital (excluding treasury shares), no further options can be offered until the total number of shares to be issued under the scheme falls below 15% of its issued and paid-up capital (excluding treasury shares).
6.39Pricing
​The price payable for the shares under a Share Issuance Scheme must be -
​(a)​for an applicant implementing the scheme as part of its listing proposal, not less than the initial public offer price; or
​(b)​for a listed issuer, based on the 5 day weighted average market price of the underlying shares at the time the option is offered, with a discount of not more than 10%.
6.40Duration
A listed issuer must ensure that a Share Issuance Scheme is for a duration of not more than 10 years.
6.41Adjustments
​A listed issuer must comply with the following as regards adjustments of price or number of shares to be issued under a Share Issuance Scheme:
(a)a scheme may provide for adjustment of the subscription or option price or the number of shares (excluding options already exercised) under the scheme, in the event of a capitalisation issue, rights issue, bonus issue, consolidation or subdivision of shares, capital reduction or any other variation of capital;
(b)​any adjustments made must be in compliance with the provisions for adjustment as provided in the bylaws of the scheme;
(c)​the issue of securities as consideration for an acquisition, pursuant to a special issue or private placement must not be regarded as a circumstance requiring such adjustments; and
(d)​adjustments other than on a bonus issue must be confirmed in writing either by the external auditors or the listed issuer's Principal Adviser. FAQ 6.36
6.42Bylaws
​(1)A listed issuer must include the provisions set out in Appendix 6E in the bylaws of a Share Issuance Scheme.
​(2)​The listed issuer must submit the final copy of the bylaws of the share scheme to the Exchange together with a letter of compliance pursuant to paragraph 2.12 and a checklist showing compliance with Appendix 6E. FAQ 2.2, FAQ 2.3, FAQ 2.4, FAQ 2.5
6.43Implementation
(1)​​The effective date for the implementation of the scheme will be the date of full compliance with all relevant requirements in this Chapter including -
​(a)submission of the final copy of the bylaws of the scheme to the Exchange pursuant to paragraph 6.42;
​(b)​receipt of approval or approval-in-principle, as the case may be, for the listing of the shares to be issued under the scheme from the Exchange;
​(c)procurement of shareholder approval for the scheme;
​(d)​receipt of approval of any other relevant authorities, where applicable; and
​(e)​fulfilment of all conditions attached to the above approvals, if any.
​(2)The listed issuer's Principal Adviser must submit a confirmation to the Exchange of full compliance pursuant to subparagraph (1) above stating the effective date of implementation together with a certified true copy of the relevant resolution passed by shareholders in general meeting.
​(3)The submission of the confirmation must be made not later than 5 market days after the effective date of implementation.
6.44 Share Issuance Scheme after listing FAQ 6.39
​(1)A listed issuer must ensure that all schemes that it implements which involve the issue of shares to employees comply with the following:
​(a)​the scheme is approved by the shareholders of the listed issuer in general meeting;
(b)​​the resolution approves a specific scheme and refers either to the scheme itself or to a summary of its principal terms included in the circular which contains all the provisions set out in Appendix 6E;
​(c)unless the shares subject to the scheme are identical with other listed shares they are separately designated; and
​(d)​where directors of the listed issuer are trustees of the scheme or have an interest, direct or indirect, in the scheme, the circular must disclose that interest.
​(e)[deleted]​
​​(2)Subparagraph (1) does not apply to an applicant that is implementing a Share Issuance Scheme as part of its listing proposal.
6.45Allotment of shares, despatch of notices of allotment and quotation application in respect of a Share Issuance Scheme
Within 8 market days after the date of receipt of a notice of the exercise of the option together with the requisite payment or such other period as may be prescribed or allowed by the Exchange, a listed issuer must -
(a)​​issue and/or allot shares;
(b)​​despatch a notice of allotment to the employee of the listed issuer; and
​(c)apply for the quotation of such shares.
PART G(A) – DIVIDEND REINVESTMENT SCHEME
6.45AAdditional requirements
​(1)A listed issuer which intends to issue shares pursuant to a Dividend Reinvestment Scheme must comply with the provisions in this Part, in addition to those set out in Parts B and C of this Chapter, where applicable.
(2)For the avoidance of doubt, this Part is not applicable to a distribution of income by a collective investment scheme, or a distribution of dividend in specie.
6.45BShareholder's approval
​Where a listed issuer intends to undertake a Dividend Reinvestment Scheme, the listed issuer must –
​(a)issue a circular to its shareholders which includes the following:
​(i)whether there is any tax implication if a shareholder elects to reinvest the cash dividend into new shares, or an appropriate negative statement;
(ii)​whether a shareholder who elects to reinvest the cash dividend into new shares will receive odd lots; and
​(iii)a statement that a shareholder who elects to reinvest the cash dividend into new shares under the scheme may be required to comply with the Take-Overs and Mergers Code; and
​(b)obtain shareholder approval for the scheme.
6.45CEligibility and election of entitlement
​(1)​Where a listed issuer intends to undertake a Dividend Reinvestment Scheme, it must allow all its shareholders who are entitled to dividend to participate in the Dividend Reinvestment Scheme. FAQ 6.40
​(2)The listed issuer must allow such shareholders to elect whether to participate in the Dividend Reinvestment Scheme and give them at least 14 days from the dispatch of the election notice to submit the completed election notice.
​(3)The listed issuer must include in the election notice the following statements:
​(a)​that the shareholders must elect positively in order to participate in a Dividend Reinvestment Scheme, and to reinvest their cash dividends into new shares for their dividend entitlement;
​(b)​that if no election is made, the listed issuer will automatically pay the dividends in cash to the shareholders concerned; and
​(c)​that the shareholders can choose to receive the entitlement partly in cash and partly in shares, or wholly in cash or shares.
​(4)The listed issuer must include in the statement accompanying the election notice, the following information:
​(a)a statement of the total number of shares that would be issued if all eligible shareholders were to elect to reinvest their cash dividends into new shares for their entire entitlement, and the percentage which that number represents of the issued and paid-up capital (excluding treasury shares) as at the books closing date; and
​(b)that any fractional entitlements arising from the allotment of new shares pursuant to the scheme will be settled in cash.
6.45DPricing
​(1)The listed issuer must ensure that the shares allotted pursuant to a Dividend Reinvestment Scheme are not priced at more than 10% discount to the weighted average market price of the shares for the 5 market days immediately before the price-fixing date.
​(2)The listed issuer must announce the issue price of the shares before or when it announces to the Exchange its intention to fix a books closing date under paragraph 9.19(1).
PART H –   REQUIREMENTS RELATING TO AN ISSUE OF DEBT SECURITIES AND REDEEMABLE PREFERENCE SHARES
6.46Requirements relating to debt securities
​(1)​A listed issuer which intends to list debt securities must comply with the provisions in those set out in Parts B, C and E of this Chapter and Chapter 4B, where applicable.

[ Cross reference: Practice Note 26 ]

6.46ARequirements relating to redeemable preference shares
​(1)​A listed issuer which intends to list its redeemable preference shares must comply with Parts B, C, and E of this Chapter, where applicable.

[ Cross reference: Practice Note 28 ]

6.47​[Deleted]
6.48Announcement relating to an issue of debt securities
​In addition to the information set out in Part A of Appendix 6A , a listed issuer must include the information set out in Part B of Appendix 6A in its announcement to the Exchange relating to a proposed issue of debt securities. FAQ 6.11
PART I – REQUIREMENTS RELATING TO AN ISSUE OF CONVERTIBLE SECURITIES
6.49Requirements relating to convertible securities
A listed issuer which intends to issue convertible securities must comply with the provisions in this Part, in addition to those set out in Parts B, C and E of this Chapter, where applicable.
[ Cross reference: Practice Note 28  ]
6.50Maximum number of new shares allowed from exercise of warrants
A listed issuer must ensure that the number of new shares which will arise from all outstanding warrants, when exercised, does not exceed 50% of the issued and paid-up capital of the listed issuer (excluding treasury shares and before the exercise of the warrants) at all times.
6.51Holders of convertible securities
​A listed issuer seeking a listing of its convertible securities must have at least 100 holders of such securities holding not less than 1 board lot of the convertible securities each.
6.52Announcement relating to an issue of convertible securities
​In addition to the information set out in Part A of Appendix 6A, a listed issuer must include the information set out in Part C of Appendix 6A in its announcement to the Exchange relating to a proposed issue of convertible securities, where applicable. FAQ 6.11
6.53Circular relating to an issue of convertible securities
​(1)In addition to the information set out in Part A of Appendix 6B, a listed issuer must ensure that the circular to the securities holders of the listed issuer to obtain the securities holder approval in respect of an issue of convertible securities, includes the information set out in Part B of Appendix 6B.
​(2)​The draft circular must be submitted to the Exchange together with a checklist showing compliance with Parts A and B of Appendix 6B.
6.54Deed poll and trust deed to comply with Requirements
​(1)​A listed issuer must furnish to the Exchange a letter of compliance pursuant to paragraph 2.12 together with the deed poll or trust deed, as the case may be. FAQ 2.2, FAQ 2.3, FAQ 2.4, FAQ 2.5
​(2)A listed issuer must ensure that the deed poll or trust deed includes the various provisions set out in Appendix 6F.
​(3)A deed poll or trust deed must not include any provision for –
​(a)​the extension or shortening of tenure of the convertible securities; or
​(b)​changes to the number of shares received for the exercise or conversion of each convertible security or changes to the pricing mechanism for the exercise or conversion price of the convertible security, except where these changes are adjustments following capitalisation issues, rights issue, consolidation or subdivision of shares or capital reduction exercises.
6.55No alteration or adjustment to the terms
A listed issuer must ensure that no alteration or adjustment is made to the terms of the convertible securities during the tenure of the securities, unless such alteration or adjustment is provided upfront in the deed poll or trust deed governing the securities.
6.56Consequential securities
​​(1)Where a listed issuer intends to issue convertible securities arising from adjustments due to an issue of securities or a subdivision or consolidation of shares (referred to as "consequential securities" and "principal securities" respectively) -
​(a)the consequential securities must be listed and quoted simultaneously with the principal securities;
​(b)the listed issuer must ensure that the period from the date it announces the books closing date for the consequential securities to the books closing date is not less than 10 market days; and
​(c)the listed issuer must submit the additional listing application pursuant to Practice Note 28
​(2)Where the consequential securities are due to -
​(a)a bonus issue of securities; or
(b)a Specified Subdivision or Specified Consolidation;
the following applies:
​(i) a listed issuer need not submit to the Exchange any quotation application for the consequential securities;
​(ii)​when announcing the books closing date, a listed issuer must include -
​(aa)​the maximum number of consequential securities which may be listed and quoted; and
​(bb)​the date of listing and quotation; and
(iii)​the listed issuer must, on the books closing date, announce to the Exchange the exact number of consequential securities which will be listed and quoted.
​(3)Where the consequential securities are not due to a Specified Bonus Issue -
​(a)in relation to the announcement referred to in subparagraph 2(ii) above, if the date of listing and quotation ("Relevant Date") cannot be ascertained at this time, the listed issuer must state that the Relevant Date is dependent upon the other corporate proposal being completed or becoming unconditional;
​(b)​subparagraph 2(iii) above does not apply; and
​(c)​immediately upon the other corporate proposal being completed or becoming unconditional and the listed issuer becoming aware of or ascertaining the Relevant Date, the listed issuer must announce to the Exchange -
​(i)​the exact number of consequential securities which will be listed and quoted; and
​(ii)the Relevant Date if not previously announced.
6.57Notices of conversion or exercise
A listed issuer must include the following in a notice of conversion or exercise in respect of convertible securities:
​(a)​the full title of the security;
​(b)​the maturity date;
​(c)the conversion or exercise price;
​(d)​the conversion or exercise period;
​(e)​the mode of payment of the exercise price; and
​(f)the treatment of the security at maturity.
6.58Allotment of securities, despatch of notices of allotment and quotation application in respect of conversion or exercise
Within 8 market days after the date of receipt of a subscription form together with the requisite payment or such other period as may be prescribed or allowed by the Exchange, a listed issuer must-
​(a)issue and/or allot the securities arising from the conversion or exercise of the convertible security;
​(b)​despatch a notice of allotment to the holder of the convertible security; and
​(c)​apply for the quotation of such securities.
PART J – REQUIREMENTS RELATING TO REAL ESTATE INVESTMENT TRUSTS
6.59Requirements relating to real estate investment trusts
​(1)Except paragraphs 6.03, 6.06 and Part G of this Chapter, the provisions in this Chapter also apply in relation to the listing of a new issue of units of a real estate investment trust, subject to such adaptations, where necessary.

[ Cross references: Practice Note 28 ]

​(2)​A real estate investment trust must procure the SC's approval for issuance and listing of new units before submitting a listing application to the Exchange.
​(3)​Notwithstanding paragraph 6.30(2)(b) above, where a revaluation surplus is to be utilised for the issuance of bonus units by a real estate investment fund, up to 10% of the revalued amount must be retained in the revaluation reserves after the capitalisation for the bonus issue.
PART K – REQUIREMENTS RELATING TO EXCHANGE-TRADED FUNDS
6.60 Requirements relating to exchange-traded funds
​(1)​The provisions in this Chapter also apply to the listing of a new issue of units of an exchange-traded fund, subject to such adaptations, where necessary.
​(2)​An exchange-traded fund must procure the SC's approval for issuance and listing of new units before submitting a listing application to the Exchange.   
​(3)​A management company must file with the Exchange an application for listing in respect of all new units to be issued in connection with the application, which units had not been previously approved by the Exchange.

[ Cross reference: Practice Note 28 ]

PART L – REQUIREMENTS RELATING TO SPECIAL PURPOSE ACQUISITION COMPANIES
6.61New issue of securities by SPAC
​(1)​A SPAC must not undertake any new issue of securities unless it is by way of rights issue of securities.
​(2)​In undertaking a rights issue of securities, a SPAC must -
​(a)​comply with Part E of this Chapter, where applicable; and
​(b)​place at least 90% of the gross proceeds raised in the rights issues in the same Trust Account held by the custodian in which the gross proceeds raised from the SPAC's initial public offering are kept, immediately upon receipt of the proceeds.
PART M – IMPLEMENTATION OF PROPOSALS
6.62Implementation deadline
​(1)​Subject to subparagraph (2) below, a listed issuer must complete the implementation of a proposal relating to an issuance of securities ("Issuance Proposal") within 6 months from the date the listing application is approved by the Exchange. 
(2)​​For cases which involve court proceedings, a listed issuer has up to 12 months from the date the listing application is approved by the Exchange to complete the implementation of an Issuance Proposal.
(3)​Where the listed issuer has submitted a request for a review of the Exchange's decision, the time period to complete the implementation of an Issuance Proposal will commence from the date on which the decision on the review is conveyed to the listed issuer.
(4)​If the listed issuer fails to complete the implementation of an Issuance Proposal within the prescribed periods above, the Exchange's approvals given in regard to the Issuance Proposal will lapse.
6.63Extension of implementation time
(1)The Exchange may, upon a listed issuer's application, in exceptional cases grant an extension of time for a listed issuer to complete an Issuance Proposal. The listed issuer must apply for an extension through its Principal Adviser not later than 14 days before the Exchange's approval to the listing application expires. The listed issuer must fully justify its application.
(2)All applications for an extension of time for completion of the Issuance Proposal under this paragraph must be accompanied by a confirmation letter by the directors of the listed issuer that, save as disclosed, there has been no material change or development in the circumstances and information relating to the Issuance Proposal.
(3)Where the Exchange's approval is subject to certain conditions which must be fulfilled within a specified period of time, any application for an extension of time to fulfill the conditions must be fully justified and must be not later than 14 days before the expiry of the specified period.
6.64 Post-implementation obligations
(1) A listed issuer and its Principal Adviser must inform the Exchange the dates of completion for all approved Issuance Proposal.
(2)The listed issuer and its Principal Adviser must furnish the Exchange with a written confirmation of its compliance with terms and conditions of the Exchange's approval once the Issuance Proposal has been completed.​
(3)​The listed issuer and its Principal Adviser must submit the actual figures once determined where an indicative issue price or number of securities to be issued are provided in the listing application for the Issuance Proposal.

[ End of Chapter ]

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Appendix 6A
Appendix 6B
Appendix 6C
Appendix 6D
Appendix 6E
Appendix 6F