20.90

Past version: effective up to 28/06/2018
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An issue of new securities by a listed issuer or its subsidiary to a connected person is fully exempt if:

(1) the connected person receives a pro rata entitlement to the issue as a shareholder;
(2) the connected person subscribes for the securities in a rights issue or open offer:
(a) through excess application (see rule 10.31(1) or 10.42(1)); or
(b) in his or its capacity as an underwriter or sub-underwriter of the rights issue or open offer, and rule 10.31 or 10.42 (arrangements to dispose of any excess securities) has been complied with. In this case, the listing document must contain the terms and conditions of the underwriting arrangement;

Note: Any commission and fees payable by the listed issuer's group to the connected person for the underwriting arrangement are not exempt under this exemption.
(3) the securities are issued to the connected person under:
(a) a share option scheme that complies with Chapter 23; or
(b) a share option scheme adopted by the listed issuer before its securities first start dealing on the Exchange, and where the Exchange has approved the listing of the securities to be issued under the scheme; or
(4) the securities are issued under a "top-up placing and subscription" that meets the following conditions:
(a) the new securities are issued to the connected person:
(i) after it has reduced its holding in the same class of securities by placing them to third parties who are not its associates under a placing agreement; and
(ii) within 14 days from the date of the placing agreement;
(b) the number of new securities issued to the connected person does not exceed the number of securities placed by it; and
(c) the new securities are issued at a price not less than the placing price. The placing price may be adjusted for the expenses of the placing.

Note: An issue of new securities by a subsidiary of the listed issuer may be exempt as a de minimis transaction.