Part X Methods of Offering

General

423

A listing applicant may be admitted to Catalist by distributing its securities either by way of a public offer, or placement, or book-building, or by a combination of these methods, subject to compliance with the Rules and such other conditions as the Exchange or the sponsor may consider appropriate.

Placement Tranche

424

The sponsor, underwriter, lead broker, distributor, or any of their connected clients (as defined in Rule 428) or their discretionary managed portfolios (whether proprietary or not) must not be allocated or allotted more than 25% of the securities made available for placement by each of them respectively. Any allocation or allotment to such parties must be disclosed in the form specified in Rule 428. This Rule does not apply to securities taken up pursuant to an underwriting or sub-underwriting agreement.

Public Subscription Tranche

425

Where an invitation involves a public tranche for subscription or purchase, the following Rules apply to allocation and allotment of securities in this tranche:

(1) The basis of allocation and allotment to investors must be fair and equitable.

(2) The balloting procedures must be clearly spelt out and strictly adhered to. Unsuccessful listing applicants must be notified, and the application money must be returned, within 24 hours of the balloting.

(3) In respect of applications which have been balloted but subsequently rejected, the reasons for rejection must be clearly stated.

(4) In respect of applications which have been partially successful, the balance of the application money must be refunded in the shortest possible time.

Preferential Allotment of Reserved Securities

426

The listing applicant may reserve up to 25% of the offered securities for allocation and allotment to its employees, directors, customers, suppliers and persons who have contributed to the success of the listing applicant.

Underwriting

427

An issue of securities in connection with a listing on the Exchange can be made with or without it being underwritten. A listing applicant which proposes to make an issue without underwriting should consult the Exchange as early as possible through its sponsor.

Disclosure of Subscription

428

(1) If any of the following persons acquires an interest (whether directly or through a nominee) in the securities being marketed, their respective aggregate interest and the circumstances resulting in the acquisition of the interest must be announced before listing of the listing applicant's securities:

(a) each director and his associates;

(b) each substantial shareholder and his associates;

(c) the sponsor and its connected clients;

(d) the underwriter and its connected clients;

(e) the lead broker and its connected clients;

(f) any distributor and its connected clients.

(2) The disclosure required by Rule 428(1) must be made to the best of the sponsor's knowledge and belief, having taken all reasonable steps and made all reasonable enquiries.

(3) A "connected client" means:

(a) a director or substantial shareholder of the sponsor, underwriter, lead broker or distributor;

(b) a spouse, infant child or step child of any person in (a);

(c) a person in the capacity of trustee of a private or family trust (other than a pension scheme) the beneficiaries of which include any person in (a);

(d) a relative of any person in (a) whose account is managed by the sponsor, underwriter, lead broker or distributor in pursuance of a discretionary managed portfolio agreement; or

(e) a company which is a member of the same group of companies as the sponsor, underwriter, lead broker or distributor.

(4) After the offer to the public closes, the listing applicant announces the outcome of the offer, and where appropriate, the level of subscription and the basis of allocation and allotment, and the subscription rate reflecting the true level of demand for the offer. In computing the subscription rate, subscriptions by connected persons and the persons mentioned in Rule 428 must be excluded.