Requirements for all transactions
Notification and announcement (14.34-14.36A)
As soon as possible after the terms of a share transaction, discloseable transaction, major transaction, very substantial disposal, very substantial acquisition, extreme transaction or reverse takeover have been finalised, the listed issuer must in each case:—(1) [Repealed 1 March 2019](2) publish an announcement as soon as possible. See also rule 14.37.
For a share transaction, the announcement must contain the information set out in rules 14.58 and 14.59. For a discloseable transaction, major transaction, very substantial disposal, very substantial acquisition, extreme transaction or reverse takeover, the announcement must contain at least the information set out in rules 14.58 and 14.60. In all cases, listed issuers must also include any additional information requested by the Exchange.
Where a transaction previously announced pursuant to this Chapter is terminated or there is any material variation of its terms or material delay in the completion of the agreement, the listed issuer must as soon as practicable announce this fact by means of an announcement published in accordance with rule 2.07C. This requirement is without prejudice to the generality of any other provisions of the Exchange Listing Rules and the listed issuer must, where applicable, also comply with such provisions.
Where there is expected to be delay in despatch of the circular by the date previously announced under rule 14.60(7) or this rule, the listed issuer must as soon as practicable disclose this fact by way of an announcement stating the reason for the delay and the new expected date of despatch of the circular.
Guaranteed profits or net assets (14.36B)
This rule applies to any notifiable transaction where the listed issuer acquires a company or business from a person and that person guarantees the profits or net assets or other matters regarding the financial performance of the company or business.(1) The listed issuer must disclose by way of an announcement any subsequent change to the terms of the guarantee and the reason therefor, and whether the issuer’s board of directors considers that such change is fair and reasonable and in the interests of the shareholders as a whole.
(2) If the actual performance fails to meet the guarantee (or where applicable, the guarantee as amended), the listed issuer must disclose the following by way of an announcement:(a) the shortfall, and any adjustment in the consideration for the transaction or other consequence under the guarantee;(b) whether the person has fulfilled its obligations under the guarantee;(c) whether the listed issuer has exercised any option to sell the company or business back to the person or other rights it held under the terms of the guarantee, and the reasons for its decision; and
(d) the board of directors’ opinion on:(i) whether the person has fulfilled its obligations; and(ii) whether the decision of the listed issuer to exercise or not to exercise any options or rights set out in rule 14.36B(2)(c) is fair and reasonable and in the interests of the shareholders as a whole.(3) The listed issuer must disclose whether the actual performance of the company or business acquired meets the guarantee in its next annual report.
Trading halt and suspension of dealings (14.37-14.38)
14.37(1) [Repealed 1 August 2018](2) [Repealed 1 August 2018](3) An issuer that has finalised the major terms of an agreement in respect of a notifiable transaction which it reasonably believes would require disclosure under the Inside Information Provisions must ensure confidentiality of the relevant information until making the required announcement. Where the issuer considers that the necessary degree of security cannot be maintained or that the security may have been breached, it must make an announcement or immediately apply for a trading halt or a trading suspension pending the announcement.(4) Directors of issuers must, under rule 13.06A, maintain confidentiality of information that is likely to be inside information, until it is announced.(5) In the case of a reverse takeover, suspension of dealings in the issuer's securities must continue until the issuer has announced sufficient information. Whether the amount of information disclosed in the announcement is sufficient or not is determined on a case-by-case basis.
[Repealed 3 June 2010]