(1) An issue must not be placed to any of the following persons:—
(a) The issuer's directors and substantial shareholders.
(b) Immediate family members of the directors and substantial shareholders.
(c) Substantial shareholders, related companies (as defined in Section 6 of the Companies Act), associated companies and sister companies of the issuer's substantial shareholders.
(d) Corporations in whose shares the issuer's directors and substantial shareholders have an aggregate interest of at least 10%.
(e) Any person who, in the opinion of the Exchange, falls within category (a) to (d).
(2) Rule 812(1) will not apply if specific shareholder approval for such a placement has been obtained. The person, and its associates, must abstain from voting on the resolution approving the placement.
(3) Rule 812(1)(a) will not apply provided that:—
(a) The substantial shareholder:—
(i) does not have representation (whether directly or indirectly through a nominee) on the board of the issuer;
(ii) does not have control or influence over the issuer in connection with the day-to-day affairs of the issuer and the terms of the placement;
(b) The placement is effected through an independent process such as book-building;
(c) The placement is made to more than one placee; and
(d) The proportion of issued shares of the issuer held by the substantial shareholder immediately after the placement is not more than the proportion of the issued shares of the issuer held by it immediately before such a placement.
An issuer should consult and clarify with the Exchange in the event of any uncertainty.
(4) The Exchange may agree to a placement to a person in Rule 812(1)(b), (c) or (d) if it is satisfied that the person is independent and is not under the control or influence of any of the issuer's directors or substantial shareholders.