Listing Rules and Guidance: Contents


 
 

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Jun 29 2018 onwards

7.27A
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Where minority shareholders' approval is required for a rights issue or open offer under rule 7.19A or 7.24A:

(1) the rights issue or open offer must be made conditional on approval by shareholders in general meeting by a resolution on which any controlling shareholders and their associates or, where there are no controlling shareholders, directors (excluding independent non-executive directors) and the chief executive of the issuer and their respective associates shall abstain from voting in favour;
(2) the Exchange reserves the right to require the following parties to abstain from voting in favour of the relevant resolution at the general meeting:
(a) any parties who were controlling shareholders of the issuer at the time the decision for the transaction or arrangement involving the rights issue or open offer was made or approved by the board, and their associates; or
(b) where there were no such controlling shareholders, directors (excluding independent non-executive directors) and the chief executive of the issuer at the time the decision for the transaction or arrangement involving the rights issue or open offer was made or approved by the board, and their respective associates;
(3) the issuer must set out in the circular to shareholders:
(a) the purpose of the proposed rights issue or open offer, together with the total funds expected to be raised and a detailed breakdown and description of the proposed use of the proceeds. The issuer shall also include the total funds raised and a detailed breakdown and description of the funds raised on any issue of equity securities in the 12 months immediately preceding the announcement of the proposed rights issue or open offer, the use of such proceeds, the intended use of any amount not yet utilised and how the issuer has dealt with such amount; and
(b) the information required under rule 2.17 in the circular to shareholders; and
(4) the issuer must comply with the requirements under rules 13.39(6) and (7), 13.40, 13.41 and 13.42.