Issue of securities (13.28-13.29)
13.28Where the directors agree to issue securities for cash in accordance with rule 13.36(1) (a) or 13.36(2), an issuer shall publish an announcement in accordance with rule 2.07C as soon as possible, but in any event not later than the time that is 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the next business day, containing the following information:—
(1) the name of the issuer;
(2) the number, class and aggregate nominal value of the securities agreed to be issued;
Note: If the issue involves (i) securities convertible into shares of the issuer or (ii) options, warrants or similar rights to subscribe for shares or such convertible securities, the announcement should also contain:
(a) the conversion/subscription price and a summary of the provisions for adjustments of such price and/or number of shares to be issued and all other material terms of the convertible securities or warrants; and
(b) the maximum number of shares that could be issued upon exercise of the conversion/subscription rights.
(3) the total funds to be raised and the proposed use of the proceeds;
(4) the issue price of each security and the basis for determining the same;
(5) the net price to the issuer of each security;
(6) the reasons for making the issue;
(7) the names of the allottees, if less than six in number and, in the case of six or more allottees, a brief generic description of them. The Exchange reserves the right to require submission of such further information (on an electronic spreadsheet or such other format as it may request) on the allottees as it may consider necessary for the purpose of establishing their independence, including without limitation details of beneficial ownership;
(8) the market price of the securities concerned on a named date, being the date on which the terms of the issue were fixed;
(9) the total funds raised and a detailed breakdown and description of the funds raised on any issue of equity securities in the 12 months immediately preceding the announcement of the proposed issue of securities, the use of such proceeds, the intended use of any amount not yet utilised and how the issuer has dealt with such amount;
(10) where applicable, the name(s) of syndicate member(s), and the principal terms of the underwriting/placing arrangements;
(11) a statement whether the issue is subject to shareholders' approval;
(12) where the securities are issued under a general mandate granted to the directors by the shareholders in accordance with rule 13.36(2)(b), details of the mandate;
(13) where the securities are issued by way of a rights issue or an open offer, the information set out in paragraph 18 of Appendix 1, Part B;
(14) conditions to which the issue is subject or a negative statement if applicable; and
(15) any other material information with regard to the issue (including any restrictions on the ability of the issuer to issue further securities or any restrictions on the ability of the allottees to dispose of shares issued to them or any restrictions on the ability of existing shareholders to dispose of their securities arising in connection with the allotment).
Notes: (1) This rule does not apply to a grant of options or issue of securities under a share option scheme which complies with Chapter 17. For these, the issuer must follow the announcement requirement under rule 17.06A.
(2) For any exercise of these options, the issuer must follow the disclosure obligations under rules 13.25A and 13.25B.
Where the securities are issued for cash under the authority of a general mandate granted to the directors by the shareholders in accordance with rule 13.36(2)(b) and at a discount of 20% or more to the benchmarked price set out in rule 13.36(5), the issuer shall publish an announcement in accordance with rule 2.07C as soon as possible, but in any event not later than the time that is 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the business day immediately following the day on which the relevant agreement involving the proposed issue of securities is signed. The announcement must disclose, among other things, the following information:(1) where there are less than 10 allottees, the name of each allottee (or, if applicable, the name of its beneficial owners) and a confirmation of its independence from the issuer; and(2) where there are 10 or more allottees, the name of each allottee (or, if applicable, the name of its beneficial owners) subscribing 5% or more of the securities issued and a generic description of all other allottees, and a confirmation of their independence from the issuer. When calculating the 5% limit, the number of securities subscribed by each allottee, its holding company and any of their subsidiaries must be aggregated.