Entire Section

  • Other requirements relating to connected transactions

    • Options (14A.61)

      • 14A.61

        If the listed issuer's group grants an option to a connected person and the listed issuer's group does not have discretion to exercise the option, the transaction is classified as if the option has been exercised (see rule 14A.79(1)). In addition, the listed issuer must announce the following subsequent events as soon as practicable:

        (1) any exercise or transfer of the option by the option holder; and/or
        (2) (if the option is not, or is not to be, exercised in full), the option holder notifying the listed issuer's group that it will not exercise the option, or the expiry of the option, whichever is earlier.

    • Guaranteed profits or net tangible assets (14A.62-14A.63)

      • 14A.62

        The following apply if the listed issuer's group acquires a company or business from a connected person, and the connected person guarantees the profits or net assets or other matters regarding the financial performance of the company or business.

      • 14A.63

        (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 independent non-executive directors consider 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 connected person has fulfilled its obligations under the guarantee;
        (c) whether the listed issuer’s group has exercised any option to sell the company or business back to the connected person or other rights it held under the terms of the guarantee, and the reasons for its decision; and

        (d) the independent non-executive directors’ opinion on:

        (i) whether the connected person has fulfilled its obligations; and
        (ii) whether the decision of the listed issuer’s group to exercise or not to exercise any options or rights set out in rule 14A.63(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.

    • When a proposed transaction becomes connected (14A.64-14A.65)

      • 14A.64

        If a connected transaction is also a notifiable transaction, the listed issuer must also comply with the requirements in Chapter 14.

      • 14A.65

        If a listed issuer has entered into an agreement for a proposed transaction which is conditional on shareholders' approval in general meeting and the proposed transaction becomes a connected transaction before the shareholders' approval, the listed issuer must comply with the connected transaction requirements. Where a notice of meeting to approve the proposed transaction has been sent to shareholders, the listed issuer must issue a further announcement and a supplementary circular (see rule 14A.48) to disclose that the transaction has become a connected transaction and the parties that are required to abstain from voting. The circular must also contain information required for a connected transaction circular.

    • Checklists (14A.66)

      • 14A.66

        The listed issuer must complete and submit any checklists for connected transactions prescribed by the Exchange from time to time.