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872

(1) The Exchange will not normally accept a confidential additional listing application. However, an issuer may submit a confidential application for listing of shares to be issued pursuant to an underwritten rights issue, with the view to reducing underwriting exposure. When submitting a confidential application, the issuer must be able to maintain confidentiality of the issue. The issuer must announce the issue if it appears that there has been a leakage of information on the issue.
(2) An issuer making a confidential listing application for an underwritten rights issue must observe the following listing procedures:—
(a) The issuer must appoint a lead manager and underwriter. The listing application must state the indicative price range at which the issue will be made. The underwriting agreement is normally signed after the Exchange has approved the listing of the new securities.
(b) Upon receipt of approval in-principle from the Exchange, the issuer must promptly finalise the terms of the issue with the lead manager/underwriter. The issue and its finalised terms must be announced as soon as possible, and in any case, not later than 48 hours after the receipt of approval in-principle from the Exchange.
(c) In the event of leakage of information, as suggested by market rumours or unusual activities in the issuer's shares, the issuer must take one of the following steps:—
(i) Announce the issue immediately.
(ii) Request temporary suspension of trading pending finalisation of terms. Thereafter, the terms would be announced. The Exchange would normally expect the announcement to be made within two days of the temporary suspension of trading.
(iii) Withdraw the issue and make an appropriate announcement.
The issuer and the lead manager are expected to investigate the possible sources of leakage and submit their findings to the Exchange.
(d) In organising an underwriting syndicate, an issuer and its lead manager must be particularly mindful of the need to prevent leakage of information. To minimise the risk of leakage, the issuer and lead manager must restrict the number of staff and other professionals having access to the confidential information. They should each maintain a list of all persons who have access to the confidential information and must, upon request, provide such particulars to the Exchange.