Whole Section

  • Part IV Delisting

    • 1305

      The Exchange may remove an issuer from its Official List (without the agreement of the issuer) if:—

      (1) the issuer is unable or unwilling to comply with, or contravenes, a listing rule;
      (2) in the opinion of the Exchange, it is necessary or expedient in the interest of maintaining a fair, orderly and transparent market;
      (3) in the opinion of the Exchange, it is appropriate to do so;
      (4) the issuer has no listed securities; or
      (5) in relation to an issuer listed as a SPAC, any of the circumstances set out under Rules 210(11)(o) and (p) occurs.

      Amended on 3 September 2021.

    • 1306

      If the Exchange exercises its power to remove an issuer from the Official List, the issuer or its controlling shareholder(s) must, subject to Rule 1308, comply with the requirements of Rule 1309.

      Amended on 11 July 201911 July 2019.

    • 1307

      The Exchange may agree to an application by an issuer to delist from the Exchange if:—

      (1) the issuer convenes a general meeting to obtain shareholder approval for the delisting; and
      (2) the resolution to delist the issuer has been approved by a majority of at least 75% of the total number of issued shares excluding treasury shares and subsidiary holdings held by the shareholders present and voting, on a poll, either in person or by proxy at the meeting. The Offeror Concert Party Group must abstain from voting on the resolution.

      Amended on 31 March 201731 March 2017 and 11 July 201911 July 2019.

    • 1308

      (1) Rules 1307 and 1309 do not apply to a delisting pursuant to:—
      (a) a voluntary liquidation;
      (b) an offer under the Takeover Code provided that the offeror is exercising its right of compulsory acquisition; or
      (c) in relation to an issuer listed as a SPAC, any of the circumstances set out under Rules 210(11)(o) and (p).
      (2) Rule 1307 does not apply to a delisting pursuant to a scheme of arrangement.

      Amended on 11 July 201911 July 2019 and 3 September 2021.

    • 1309

      If an issuer is seeking to delist from the Exchange:—

      (1) an exit offer must be made to the issuer's shareholders and holders of any other classes of listed securities to be delisted. The exit offer must:
      (a) be fair and reasonable; and
      (b) include a cash alternative as the default alternative; and
      (2) the issuer must appoint an independent financial adviser to advise on the exit offer and the independent financial adviser must opine that the exit offer is fair and reasonable.

      Amended on 11 July 201911 July 2019.