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Members are
hereby informed that pursuant to section 9 of the Securities Industry
Act 1983, amendments have been made to the Listing Requirements of Bursa
Malaysia Securities Berhad (''LR'') and the Listing Requirements of
Bursa Malaysia Securities Berhad for the MESDAQ Market (''MMLR'') in
relation to announcements and circulars for new issue of securities and
transactions. The said amendments to the LR and MMLR are collectively
referred to as ''the Amendments'' in this circular.
Objectives
The Amendments have been made as part of Bursa Securities' continuous
efforts to enhance the timeliness and quality of disclosures by listed
issuers so as to aid informed investment decision. The existing
disclosure requirements in the announcements and circulars were reviewed
with the main objective of enhancing disclosures whilst being mindful of
the regulatory costs to listed issuers.
Key changes
The key changes effected by the said Amendments are as follows:-
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(1) |
The removal
of the requirement to issue an information circular for non-related
party transactions which trigger a percentage ratio of 15% (''the
Information Circular''). However, listed issuers/companies will be
required to ensure that the announcement in respect of such transactions
complies with the enhanced disclosure requirements in the amended
Appendix 10A. Listed issuers/companies are also required to despatch a
copy of the relevant announcement to shareholders within 10 market days
from the date of announcement. |
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(2) |
Enhancements
of the contents of announcements and circulars in relation to new issues
of securities and transactions.
In this regard, the key enhancements/modifications are requiring:- |
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(a) |
disclosure
of conditionality of the proposal in question with other corporate
proposals/exercises which have yet to be completed; |
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(b) |
disclosure
on the effects of the proposal, specifically the gearing of the listed
company/group and in the case of a disposal, whether it would result in
the listed company being deemed to be a cash company or to have
inadequate financial condition and/or level of operations and
particulars of liabilities which would be assumed by the purchaser; |
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(c) |
disclosure
of the timeframe for completion of the proposal; |
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(d) |
disclosure
on the existence of conflicts of interests on the part of an
adviser/expert, where appointed; |
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(e) |
in relation to new
issues of securities, information on provisions for termination and/or
withdrawal of the underwriter(s); |
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(f) |
in relation to a
transaction which triggers a percentage ratio of 100%, the usage of
financial information which is up-to-date for preparation of the pro forma
financial information i.e. either the audited accounts for the latest
financial year end or the latest interim report which must be reviewed by
auditors; and |
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(g) |
in relation to
foreign acquisitions, the valuer appointed to prepare the valuation report
must comply with the Securities Commission's Guidelines on Asset Valuation
in relation to the appointment of valuer for valuation of foreign property
assets (''SC's requirements''). Hence, listed issuers would now be permitted
to appoint foreign valuer provided that the foreign valuer fulfills SC's
requirements. |
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(3) |
Clarification that
the additional specific information to be included in relation to a foreign
acquisition in Part E of Appendix 10A and Appendix 10B of the LR is only
necessary where a percentage ratio of 25% is triggered. |
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(4) |
Clarification that
in relation to an acquisition which triggers 50%, a directors' report is
only required for an unlisted company since the information of a listed
company is publicly available. |
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(5) |
Removal of certain
contents of announcements/circulars, particularly the statement on the
expected dividend income to be received and the expected timeframe for
repatriation of profits in relation to foreign acquisitions. |
Implementation
The Amendments shall take effect from 15 November 2006
(''Effective Date''). However, a listed issuer/ company that
has entered into the transaction prior to the Effective Date
and can comply with the Amendments ie. the enhanced
disclosure in Appendix 10A and despatch a copy of such
announcement in accordance with the timeframe prescribed can
cease compliance with the issuance of the Information
Circular immediately.
Additional Information
Please take note that the Amendments and the Questions and
Answers are available for reference on the Bursa Malaysia's
website at
http://www.bursamalaysia.com.
For further information or any enquiries on the said
Amendments, kindly contact:-
Legal Advisory and Corporate Legal Affairs
9th Floor, Bursa Malaysia Berhad
Exchange Square, Bukit Kewangan
50200 Kuala Lumpur
Tel: 03-2034 7000
Fax: 03-2732 0065
Please be guided accordingly.
HO FOONG MOI (MS)
Executive Director
On behalf of the Registrar |
