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Form D Marketing Statement

Form D

A separate marketing statement in this form must be completed by (i) each overall coordinator, (ii) each syndicate member (other than an overall coordinator), (iii) any distributor (other than a syndicate member) and (iv) every Exchange Participant with whom or through whom the securities are placed in the following circumstances:-

(1) a placing of equity securities by or on behalf of a new applicant
(2) a placing of equity securities of a class new to listing by or on behalf of a listed issuer

The requirements of Chapter 7 and Appendix 6 and the accompanying Notes should be read before completing this statement.

A. GENERAL
1. Name of issuer/vendor _________________________________________________________
2. Description of security _________________________________________________________
3. Total amount or number of securities being placed _________________________________
4. Total amount or number of securities being placed by the undersigned

____________________________________________________________________________
*5. Net price to the issuer/vendor (Note 4) ____________________________________________
*6. Name of overall coordinator ___________________________________________________________
*7. Name(s) of syndicate member(s) (other than the overall coordinator(s))/ distributor(s) (other than syndicate member(s)) (if applicable)
1. ________________________________________
2. ________________________________________
3. ________________________________________
4. ________________________________________
*8. Name(s) of the persons(s) or firm(s) from whom the undersigned obtained the securities to be placed by the undersigned ____________________________________________________

* see Note 3 at the end of this form
B. SUMMARY OF DISTRIBUTION
9.
(To be completed by overall coordinator only) (Note 3) Amount or Number of securities % of Placing
Syndicate member(s) (including the overall coordinator(s))/Distributors
(other than syndicate member(s))
(As in A7)
_____________ _______(1)
_____________ _______(2)
_____________ _______(3)
_____________ _______(4)
Total                  (As in A3)                                   100     
C ANALYSIS OF DISTRIBUTION
10.
 
By the undersigned to: Number of holders Amount or Number of securities % of Placing
(1) Clients (excluding the connected clients included in (2) below) _________ _________ _________
(2) Connected clients _________ _________ _________
(3) Existing or past employees of the issuer _________ _________ _________
(4) Discretionary managed portfolios _________ _________ _________
(5) Other Exchange Participants (see also C12 below) (Note 5) _________ _________ _________
(6) Retained by the undersigned _________ _________
(As in A4)
_________
(7) TOTAL _________ _________ _________
11. [Repealed on 5 August 2022]
12.
 
By the undersigned to other Exchange Participants (Note 5) Name of Exchange Participant Amount or Number of securities % of Placing
 
 
    __________ __________
  As in C.10(5) __________ __________

I hereby certify that to the best of my knowledge and belief[, and save as disclosed in the listing document and/ or the application seeking for the Exchange’s waiver from strict compliance with the requirements of rules 10.03 and 10.04 of the Exchange Listing Rules and its consent under paragraph 5(2) of Appendix 6 to the Exchange Listing Rules]#:

(i) none of the securities placed by me have been placed with the directors and existing shareholders of the issuer or their respective close associates, whether in their own names or through a nominee of any of the foregoing, or to any of the “connected clients” (as defined in paragraph 13 of Appendix 6 to the Exchange Listing Rules) of the overall coordinator(s), any syndicate member(s) (other than the overall coordinator(s)) or any distributor(s) (other than syndicate member(s)) unless the conditions set out in rules 10.03 and 10.04 are fulfilled;
 
(ii) we and the placees procured by us and their respective ultimate beneficial owners are third parties independent of the issuer; and
 
(iii) the consideration payable by each placee (under C10) directly or indirectly to the issuer for each share of the issuer subscribed for or purchased by them is the same as the final offer price determined by the issuer, in addition to any brokerage, FRC transaction levy, SFC transaction levy and trading fee payable.

Signed ____________________________________________________________________________

Name and position held _______________________________________________________________

Name of company ___________________________________________________________________

Date ______________________________________________________________________________

NOTES

1. Marketing statements will only be accepted when the required details are typed on the statement.
2. A marketing statement in this form must be completed by each of the overall coordinator(s), any syndicate member(s) (other than the overall coordinator(s)) and any distributor(s) (other than syndicate member(s)) named in paragraph 9 and each of the other Exchange Participants (if any) named in paragraph 12 and sent directly to the Exchange by that person.
3. Paragraphs 5–8 of GENERAL and paragraph 9 of SUMMARY OF DISTRIBUTION are to be completed by the overall coordinator only.
4. In paragraph 5, the net price should represent the effective issue price to the issuer or vendor.
5. In completing paragraphs 10(5) and 12, the overall coordinator may exclude the syndicate member(s) and any other distributor(s) already named by him in other parts of those paragraphs.
6. As soon as practicable after the hearing of the application by the Exchange but before dealings commence, a placee list setting out the required information in paragraph 11 of Appendix 6 to the Exchange Listing Rules must be lodged with the Exchange.
7. For the purpose of this form, references to “securities” and “shares” shall include equity securities, interests in a REIT, stapled securities and securities of an investment company (as defined in rule 21.01 of the Exchange Listing Rules).
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