| No. |
Subject |
Details |
| 1. |
Eligible listed issuers |
Listed issuers and listed real estate investment trusts (‘REIT’) listed on the Main Market of the Exchange and listed issuers on the ACE Market of the Exchange that in each case must have existing controlling shareholders and existing controlling unit holders, as the case may be.
A controlling shareholder and controlling unit holder refers to any person who is, or a group of persons who together are, entitled to exercise or control the exercise of more than 33% (or such other percentage as may be prescribed in the Take-Overs and Mergers Code as being the level for triggering a mandatory general offer) of the voting shares in a company and the voting units in a unit trust scheme, or who are in a position to control the composition of a majority of the board of directors of such company. |
| 2. |
Approval and relevant legal requirements |
The eligible listed issuer must:
- procure approval of its shareholders or unit holders, as the case may be, for the Enhanced Rights Issue Mandate at a general meeting;
- comply with all relevant applicable legal requirements including its constitution, deed or relevant constituent documents; and
- in addition to the existing disclosures in the statement required under paragraph 6.03(3)/rule 6.04(3) of the Main Market Requirements (‘MMLR’)/ ACE Market Listing Requirements (‘ACE LR’), include the views of the board of directors that the Enhanced Rights Issue Mandate is in the best interest of the eligible listed issuer and its shareholders or unit holders, as well as the basis for such views.
|
| 3. |
Types of securities and limit |
- the Enhanced Rights Issue Mandate can only be used to issue ordinary shares where a listed issuer is a company and units where a listed issuer is a REIT; and
- any issue of new shares or units must not exceed 50% of the total number of issued shares (excluding treasury shares) or issued units, as the case may be.
|
| 4. |
Pricing |
The shares or units must not be priced at more than 30% discount to the theoretical ex-rights price. |
| 5. |
Commitment from controlling holders |
The listed issuer must procure irrevocable letter(s) of undertaking from its existing controlling shareholders or controlling unit holders, as the case may be, to subscribe for their full entitlements. |
| 6. |
Other requirements |
The eligible listed issuer must continue to comply with all other requirements for new issue of securities under the MMLR/ACE LR, as applicable, including the obligation to announce the rights issue with the information prescribed in Appendix 6A of the MMLR/ACE LR upon implementation of the rights issue under the Enhanced Rights Issue Mandate. |
| 7. |
Cut-Off Date |
Listed issuers may only use the Enhanced Rights Issue Mandate to issue new shares or new units up until 31 December 2021. |