Aggregation of transactions (14A.81-14A.86)
The Exchange will aggregate a series of connected transactions and treat them as if they were one transaction if they were all entered into or completed within a 12-month period or are otherwise related. The listed issuer must comply with the applicable connected transaction requirements based on the classification of the connected transactions when aggregated. The aggregation period will cover 24 months if the connected transactions are a series of acquisitions of assets being aggregated which may constitute a reverse takeover.
Factors that the Exchange will consider for aggregation of a series of connected transactions include whether:(1) they are entered into by the listed issuer's group with the same party, or parties who are connected with one another;(2) they involve the acquisition or disposal of parts of one asset, or securities or interests in a company or group of companies; or(3) they together lead to substantial involvement by the listed issuer's group in a new business activity.
The Exchange may aggregate all continuing connected transactions with a connected person.
A listed issuer must consult the Exchange before the listed issuer's group enters into any connected transaction if:(1) the transaction and any other connected transactions entered into or completed by the listed issuer's group in the last 12 months fall under any of the circumstances described in rule 14A.82; or(2) the transaction and any other transactions entered into by the listed issuer's group involve the acquisition of assets from a person or group of persons or any of their associates within 24 months after the person(s) gain control (as defined in the Takeovers Code) of the listed issuer.
The listed issuer must provide information to the Exchange on whether it should aggregate the transactions.
The Exchange may aggregate a listed issuer's connected transactions even if the listed issuer has not consulted the Exchange.