12.02(1) an offer for subscription or an offer for sale;(2) a placing by or on behalf of a new applicant where 25 per cent. or more of the amount placed is made available directly to the general public; and(3) a placing by or on behalf of a listed issuer of securities of a class new to listing where 25 per cent. or more of the amount placed is made available directly to the general public.
12.03(1) a placing by or on behalf of a new applicant which does not fall within rule 12.02(2);(2) a placing by or on behalf of a listed issuer of securities of a class new to listing which does not fall within rule 12.02(3);(3) an introduction by or on behalf of a new applicant of any class of securities;(4) an introduction by or on behalf of a listed issuer of securities of a class new to listing; and(5) an issue by a listed issuer of securities of a class new to listing which does not fall within any of rules 12.02 or (1) to (4) above.
Where a formal notice is published in the newspaper, whether pursuant to rule 2.07C or otherwise, it must be not less than 12 centimetres by 16 centimetres (4 inches by 6 inches approximately) in size and must state at least the following:—(1) the name and country of incorporation or other establishment of the issuer;(2) the amount and title of the securities for which listing is sought;(3) the address(es) at which copies of the listing document (if any) are available to the public;
Note: Where the issuer intends to rely on the Class Exemption Notice to make a Mixed Media Offer referred to in rule 12.11A(1), rule 12.11A(2) replaces this sub-rule.(4) the date of publication of the notice;(5) in the case of a placing, the names of the lead broker and, if applicable, any distributor(s);(6) a statement that application has been made to the Exchange for listing of and permission to deal in the securities;(7) a statement that the formal notice appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities;(8) in the cases set out in rule 12.02 a statement that applications will only be considered on the basis of the listing document;(9) the date upon which dealings in the securities are expected to commence; and(10) the name and address of the sponsor (if applicable).
Model forms of formal notices for offers for subscription or sale, placings and introductions or transfers from GEM to the Main Board are set out in Appendix 11 for the guidance of issuers. Issuers are reminded that where a prospectus has been registered with the Registrar of Companies pursuant to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, every formal notice must comply with Section 38B of that Ordinance.
Note: A new applicant must not publish formal notices in accordance with rules 12.02, 12.03 and 12.05 until the Exchange has reviewed them.
In all cases where the listing document is published in the newspapers, it must be accompanied by a statement that copies of the listing document are available to the public at (a) stated address(es) for a reasonable period (being not less than the offer period) and sufficient copies of the listing document must be made available at such address(es) to meet public demand during that period.
In all cases where a formal notice is required (see rules 12.02 and 12.03), the issuer must make sufficient copies of the listing document available to the public, free of charge, at the address(es) referred to in rule 12.04(3) to satisfy public demand for a reasonable period (in the cases set out in rule 12.02, not being less than the offer period and, in every other case, not being less than 14 days) from the date on which the formal notice is published.