Versions

 

6A.39

(1) Rules 6A.40 to 6A.43 and rules 6A.46(1) and 6A.47 are applicable to the following types of offering involving bookbuilding activities (as defined under the Code of Conduct):
 
(a) a placing of equity securities to be listed on GEM, including:
 
(i) a placing in connection with a New Listing (whether by way of a primary listing or secondary listing); and
 
(ii) a placing of equity securities of a class new to listing or new equity securities of a class already listed under a general or specific mandate in accordance with rule 10.13 or other relevant codes and guidelines; and
 
(b) a placing of listed equity securities by an existing holder of equity securities if it is accompanied by a top-up subscription by the existing holder of equity securities for new equity securities in the issuer.
 
(2) Rules 6A.44, 6A.45, 6A.46(2) and 6A.48 are additional requirements applicable only to placings of equity securities that fall under rule 6A.39(1)(a)(i) above.
 
Note: For the avoidance of doubt, requirements under rule 6A.39 are not applicable to:
 
(a) bilateral agreements or arrangements between the issuer and the investors (also referred to as “club deals”);
 
(b) transactions where only one or several investors are involved and the terms of the offering are negotiated and agreed directly between the issuer and the investors (also referred to as “private placements”); and
 
(c) transactions where equity securities are allocated to investors on a pre-determined basis at a pre-determined price.