[ As at 25 March 2013 ]

BURSA MALAYSIA SECURITIES BERHAD

PRACTICE NOTE 19
PUBLIC SHAREHOLDING OR UNIT HOLDING SPREAD

 
DetailsCross References
Effective date:28 December 2006Paragraphs 8.02 and 16.02
Revision date:3 August 2009, 25 March 2013

 

1.0Introduction
1.1This Practice Note prescribes -
​(a)​the information that listed issuers must include in -
​(i)an application to the Exchange for acceptance of a lower percentage of public shareholding or unit holding spread pursuant to paragraph 8.02(1) of the Listing Requirements; and
​(ii)an application to the Exchange for an extension of time to rectify the public shareholding or unit holding spread;
(b)disclosure requirements in the event a listed issuer -
​(i)fails to comply with the required public shareholding or unit holding spread; and
(ii)​​triggers a suspension pursuant to paragraph  16.02(1) and (2) of the Listing Requirements.
2.0Application for acceptance of a lower percentage of public shareholding or unit holding spread
​2.1Paragraphs 8.02(1) and 8.02(2) of the Listing Requirements provide that a listed issuer must ensure that at least 25% of its total listed shares (excluding treasury shares) or listed units, or such lower percentage of shareholding or unit holding spread as may be allowed by the Exchange, are in the hands of public shareholders or unit holders ("Required Public Spread").
​2.2The Exchange may, on the application by a listed issuer, accept a percentage lower than 25% of the total number of listed shares (excluding treasury shares) or listed units if it is satisfied that such lower percentage is sufficient for a liquid market in such shares or units ("Acceptance of Lower Spread").
​2.3In this respect, a listed issuer which proposes to apply for Acceptance of Lower Spread must include the following information in its application:
​​(a)its issued and paid-up capital or unit holders capital;
(b)the number of public shareholders or unit holders;
(c)the percentage of public shareholding or unit holding spread;
​​(d)a statement as to whether the public shareholding or unit holding spread includes a substantial shareholder or substantial unit holder who is deemed as "public" pursuant to paragraph 1.01 of the Listing Requirements and if yes, the following details in relation to such shareholder or unit holder:
​​(i)name; and
​ ​
​​(ii)shareholdings or unit holdings in the listed issuer;
​​(e)the average market capitalisation based on the daily closing price of the listed issuer's shares or units during the last 12-month period;
​​(f)the percentage of listed shares (excluding treasury shares) or listed units held by the top 30 shareholders or unit holders, the names and shareholdings or unit holdings of each of these shareholders or unit holders; and
​​(g)the percentage of public shareholding or unit holding spread over the last 2 years.
3.0Disclosure requirements in the event of non-compliance
​3.1Paragraph 8.02(3) of the Listing Requirements provides that a listed issuer must  announce to the Exchange that it does not comply with the Required Public Spread immediately upon it becoming aware of this ("Non-Compliance Announcement").
​3.2The listed issuer must include the following information in its Non-Compliance Announcement:
​​​(a)a statement that the listed issuer does not comply with the public shareholding or unit holding spread requirement set out in paragraph 8.02(1) of the Listing Requirements;
(b)the percentage of public shareholding or unit holding spread;
​​(c)steps taken or proposed to be taken by the listed issuer to comply with  the Required Public Spread ("Rectification Plan") including the following:
​​​(i)the tentative timeline in respect of the Rectification Plan; and
​​​(ii)the status of the Rectification Plan; and
​​​(d)where the listed issuer has not formulated a Rectification Plan, the status of the listed issuer's endeavours to formulate such a plan or where a Rectification Plan has not been formulated and/or if no endeavours have been taken to formulate such a plan, an appropriate negative statement to such effect
3.3After the Non-Compliance Announcement, a listed issuer which does not comply with the Required Public Spread must announce the status of its efforts to comply with the Required Public Spread ("Status Announcement"). The listed issuer must make the Status Announcements for each quarter of its financial year simultaneously with the quarterly reports and in any event, not later than 2 months after the end of each quarter of a financial year.
3.4The listed issuer must include the following information in the Status Announcement:
(a)​the information prescribed in paragraph 3.2 above; and
(b)a statement as to whether an extension of time for compliance has been granted by the Exchange and if so, the following:
(i)the duration of extension granted;
(ii)the expiry date of the extension.
3.5For the avoidance of doubt, upon compliance with the Required Public Spread or Acceptance of Lower Spread by the Exchange, the listed issuer is no longer required to make any Status Announcement.
4.0Applications for extensions of time for compliance and related disclosure requirements
4.1Pursuant to paragraph 8.02(4) of the Listing Requirements, a listed issuer which does not comply with the Required Public Spread may apply to the Exchange for an extension of time to rectify its public shareholding or unit holding spread.
​​4.2In this respect, a listed issuer must include the following information in the application for extension of time:
(a)the issued and paid-up capital or unit holders capital;
(b)the percentage of public shareholding or unit holding spread;
(c)​the number of public shareholders or unit holders;
(d)whether the public shareholding or unit holding spread includes a substantial shareholder or substantial unit holder who is deemed as "public" pursuant to paragraph 1.01 of the Listing Requirements. If yes, the following details in relation to such shareholder or unit holder:
(i)​name; and
(ii)shareholdings or unit holdings in the listed issuer;
(e)the average market capitalisation based on the daily closing price of the listed issuer's shares or units during the last 12-month period;
(f)the reason for non-compliance with the Required Public Spread;
(g)the percentage of listed shares (excluding treasury shares) or listed units held by the top 30 shareholders or unit holders, the names and shareholdings or unit holdings of each of these shareholders or unit holders;
(h)​if there is a Rectification Plan, an elaboration of the same and its status;
(i)where the listed issuer has not formulated a Rectification Plan, the status of the listed issuer's endeavours to formulate such a plan;
(j)if there has been no progress in relation to items (h) and (i) above during the previous extension of time, the listed issuer must also explain the reason for the lack of progress;
(k)the reason for failure to rectify the public shareholding or unit holding spread within the previous extension of time, if any; and 
(l)justification for the extension of time sought.
4.3Where an extension of time to rectify the public shareholding or unit holding spread has been granted by the Exchange, the listed issuer must immediately announce to the Exchange the extension of time granted. The listed issuer must include the following information in the announcement:
(a)​a statement that an extension of time for compliance has been granted by the Exchange and the following details:
(i)​the duration of extension granted;
(ii)​the expiry date of the extension; and
(b)the information prescribed in paragraph 3.2(b) to (d) above.
4.4Where an extension of time has not been granted by the Exchange, the listed issuer must immediately announce the decision of the Exchange. The listed issuer must include the following information in the announcement:​ ​
(a)a statement that an extension of time for compliance has not been granted by the Exchange;
(b)the information prescribed in paragraph 3.2(b) to (d) above; and
(c)a statement that the Exchange may -
(i)take or impose for a breach of paragraph 8.02(1) of the LR any type of action or penalty pursuant to paragraph 16.19 of the LR; and
(ii)suspend trading in its securities  pursuant to paragraph 16.02 of the LR.
5.0Suspension where the public shareholding or unit holding spread is 10% or less and related disclosure requirements
5.1Pursuant to paragraph 16.02(2) of the Listing Requirements, where the public shareholding or unit holding spread of a listed issuer is 10% or less of the total number of listed shares (excluding treasury shares) or listed units ("Threshold"), a suspension will be imposed by the Exchange.
5.2The suspension in trading imposed by the Exchange under paragraph 5.1 above will only be uplifted upon full compliance with the Required Public Spread or as may be determined by the Exchange.
5.3Where a listed issuer becomes aware, either in conjunction with the preparation of its semi-annual returns or otherwise, that its public shareholding or unit holding spread triggers the Threshold, the listed issuer must immediately announce this to the Exchange.
5.4 The listed issuer must include the following information in the above announcement:
(a)the public shareholding or unit holding spread;
(b)a statement that pursuant to paragraph 16.02(2) of the Listing Requirements, trading in its securities will be suspended immediately upon the expiry of 30 market days from the date of the immediate announcement in view that the public shareholding or unit holding spread of the listed issuer is 10% or below of the total number of listed shares (excluding treasury shares) or listed units;
(c)the date suspension will be effected (i.e. the market day immediately following the expiry of 30 market days from the date of the immediate announcement);
(d)​a statement that once the suspension pursuant to paragraph 16.02(2) of the Listing Requirements is effected, it will only be uplifted by the Exchange upon full compliance with the Required Public Spread or as may be determined by the Exchange;
(e)​the steps taken or proposed to be taken by the listed issuer (if any) to increase its public shareholding or unit holding spread to above 10% before the date suspension is to be effected;
(f)an explanation of the Rectification Plan (if any);
(g)the tentative timeline for the steps referred to in subparagraph (e) above and the Rectification Plan; and
(h)

where neither the steps referred to in subparagraph (e) above nor a Rectification Plan has been formulated and/or if no endeavours have been taken to formulate such steps or a Rectification Plan, an appropriate negative statement to such effect.

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