A placing by or on behalf of a new applicant or by or on behalf of a listed issuer of securities of a class new to listing must be supported by a listing document which must comply with the relevant requirements of Chapter 14 and such a placing must comply with the following specific requirements:—
(1) No allocations will be permitted to nominee companies unless the name of the ultimate beneficiary is disclosed, without the prior written consent of the Exchange.
(2) Details of the placing must be published in accordance with the requirements of rules 16.07
, as applicable, and (as regards the results) in accordance with sub-paragraph (4) below and rule 16.16
(3) In relation to any initial public offering to be effected by way of a placing or which includes a placing tranche, the listing document issued in connection therewith must state details of any arrangements to allocate securities to any placee on a preferential basis, as referred to in rule 13.02
. The Exchange reserves the right to reject any such proposed arrangements.
(4) The announcement of the results of the placing required pursuant to rule 16.16
must include a brief generic description of the placees. If securities have been placed with different groups of placees, then the announcement must contain a description of each group and the number of shares placed with each group, provided that certain types of placee (as specified in Note 1 to this rule) must be identified on an individually-named basis, with the number of shares placed with each named placee also being disclosed. In the case of an initial public offering effected by way of a placing or which included a placing tranche, the announcement must also include information on:—
(a) the level of interest in the placing;
(b) a table showing the distribution of the placing shares; and
(c) an analysis of the distribution, in particular, the concentration of the placing shares, including but not limited to the number of placing shares that are placed with the top 1, 5, 10 and 25 placees. Where, in the view of the Exchange, there is a high concentration of shares being marketed for which listing is sought with a few placees, a statement substantially in the following form:
"Investors should be aware that the concentration of shareholders may affect the liquidity of the shares of the [issuer]. Consequently, shareholders and potential investors are advised to exercise caution when dealing in such shares."
1 The purpose of this rule is to enable shareholders and investors to understand the broad composition of the ownership of the placed shares immediately prior to trading in those shares. The groups of placees which the issuer must identify in the announcement, to the extent applicable, include:—
(a) [Repealed 3 June 2010];
(b) directors and their close associates (on an individually-named basis);
(c) substantial shareholders and their close associates (on an individually-named basis);
(d) in relation only to an initial public offering effected by way of a placing or which included a placing tranche, significant shareholders and their close associates (on an individually-named basis);
(f) the Sponsor and its close associates;
(g) the lead broker and/or any distributor and any connected clients of either (as defined in Note 2 below);
(h) customers or clients of the issuer;
(i) suppliers to the issuer; and
(j) the underwriters (if any) and their close associates, if different from (f) or (g) above.
The announcement should, if applicable, give particulars of any duplication between the descriptions of placees and must indicate the number and proportion of shares placed to the public.
2 For the purposes of sub-paragraph (g) of Note 1 above "connected client" in relation to an Exchange Participant means any client of such Exchange Participant who is:—
(a) a partner of such Exchange Participant;
(b) an employee of such Exchange Participant;
(c) where the Exchange Participant is a company,
(i) any person who is a substantial shareholder of such Exchange Participant; or
(ii) a director of such Exchange Participant;
(d) the spouse or infant child or step child of any individual described in (a) to (c)above;
(e) a person in his capacity as trustee of a private or family trust (other than a pension scheme) the beneficiaries of which include any person in (a) to (d)above;
(f) a close relative of any person in (a) to (d) above where his account is managed by such Exchange Participant in pursuance of a discretionary managed portfolio agreement; or
(g) a company which is a member of the same group of companies as such Exchange Participant.
(5) Dealings in the securities cannot commence until the Exchange has been supplied with and approved a list setting out the names, addresses and identity card or passport numbers (where individuals) and the names, addresses and business registration numbers (where companies) of all placees, the names and addresses of the beneficial owners (in the case of nominee companies) and the amounts taken up by each placee. 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 placees as it may consider necessary for the purpose of establishing their independence, including without limitation details of beneficial ownership.
(6) Separate Marketing Statements in the form set out in Appendix 5D
signed by each of: (a) the lead broker; (b) any distributor(s); and (c) any Exchange Participant referred to in rules 12.26
(6)(a) and 12.27
(6)(a), must be lodged with the Exchange before dealings commence.
(7) The lead broker and each distributor and Exchange Participant referred to in sub-paragraph (6) above must keep a record of their placees for at least 3 years following the placing. This record should contain the information referred to in sub-paragraph (5) above.