(Issued on 3 September 2001 to replace Chapter 15 of the Policies and Guidelines on Issue/Offer of Securities)

Transcription

1 GUIDELINES ON PRIVATE PLACEMENTS (Issued on 3 September 2001 to replace Chapter 15 of the Policies and Guidelines on Issue/Offer of Securities) 1. All placements of securities must be done through an independent placement agent (a merchant bank or a stockbroking company), except where (a) the securities are to be issued to the directors or substantial shareholders of the issuing company; or (b) the securities are to be issued to Bumiputera investors for purposes of meeting the requirement of the National Development Policy (NDP). 2. The following criteria must be complied with when undertaking a private placement exercise:- (a) Identities of Placees The securities may be placed with persons other than nominee companies (unless the names of the ultimate beneficiaries are disclosed) or connected parties of the independent placement agent. [A connected party means (i) A director or substantial shareholder of the independent placement agent; 1

2 (ii) The spouse, parent, child (including adopted child and step-child), brother, sister, or spouse of the child, brother or sister of any individual in (i) above; (iii) A trustee of a trust (other than a trustee for an employee share scheme or pension scheme) under which any individual in (i) and (ii) above is a sole beneficiary; and (iv) A body corporate which is associated with (i) and (ii) above, wherein the term associated has the same meaning as in section 122A(3) of the Companies Act 1965.] (b) Pricing of Securities Where securities are placed out to Bumiputera investors for purposes of meeting the NDP, the company is allowed to have full discretion to determine the issue price of the securities, without any restriction on discounts from the 5-day weighted average market price at a price-fixing date to be determined after approval of the Securities Commission (SC) for the placement. Placements of securities not for NDP purposes are allowed to be priced at a discount of not more than 10%, if deemed appropriate, from the 5-day weighted average market price of the shares of the company prior to the price-fixing date, provided that (i) the securities are not placed out to non-independent directors or substantial shareholders of the company, or to any person connected with the non-independent directors or substantial shareholders; (ii) the total placement size does not exceed 10% of the issued and paidup capital of the listed company before the new issue; and 2

3 (iii) the securities allocated to any one party do not exceed 20% of the total placement. If the company wishes to undertake a placement exercise exceeding any of the limits in (ii) and (iii) above, a similar discount (of not more than 10% from the 5-day weighted average market price) can still be applied, as long as the placees of the securities give an undertaking to the SC that they would not dispose of their securities for a period of up to 6 months after the listing of their securities. (c) Time Frame for Placements Securities must be placed out to placees within a period of 5 market days from the price-fixing date of the placement. 3. The term substantial shareholder in these guidelines is as defined in section 69D of the Companies Act 1965, while the term person connected appearing in paragraph 2(b)(i) above has the same meaning as in Chapter 1 of the Listing Requirements of Kuala Lumpur Stock Exchange (KLSE). 4. On implementation of the placement exercise, the corporate adviser or independent placement agent, where applicable, must submit to the SC, for its notification, a final list of the placees, and a confirmation that the placement complies with these guidelines. Back-to-back Arrangements 5. Back-to-back private placements involving an existing substantial shareholder selling down existing shares of the issuer to an independent placement agent for subsequent placement to placees; and 3

4 an issuer issuing new shares to the said existing substantial shareholder to replace the shares sold earlier to the independent placement agent, may be allowed to be undertaken by an issuer listed on the Main Board of KLSE subject to fulfilment of the following conditions:- (a) The issuer has an average daily market capitalization of at least RM2 billion in the 3 months ending on the last business day of the calendar month immediately preceding the date of the issue; (b) The issuer has an average monthly turnover of at least 2 million shares for the 12 calendar months immediately preceding the date of issue; (c) The issuer has a total number of registered shareholders of at least 2,000 as at the last business day of the year immediately preceding the date of issue; (d) The issuer has a total number of shares of at least 100 million in public float as at the last business day of the calendar month immediately preceding the date of issue; (e) The issuer has achieved an uninterrupted after-tax profit record in the 5 financial years immediately preceding the date of issue; (f) The issuer must justify the urgent need for funds; (g) Proceeds to be derived by the existing substantial shareholder from the selldown of his/her/its shares to the independent placement agent are to be made to an escrow account and are to be released to the issuer upon the issuance of new shares by the issuer to the existing substantial shareholder. All interests earned in the escrow account, if any, should accrue to the issuer; and 4

5 (h) The existing substantial shareholder involved in the back-to-back private placement arrangement is to give a declaration to the SC that he/she/it would not directly or indirectly derive any benefits from such an arrangement. 5