1015

Past version: Effective up to 31 Jan 2011

(1) Where an acquisition of assets (whether or not the acquisition is deemed in the issuer's ordinary course of business) is one where any of the relative figures as computed on the bases set out in Rule 1006 is 100% or more, or is one which will result in a change in control of the issuer, the transaction is classified as a very substantial acquisition or reverse takeover. An issuer undertaking such a transaction must appoint a full sponsor. The issuer must, after terms have been agreed, immediately announce the following:
(a) the information required in Rule 1010; and
(b) the latest two years of historical financial information (of the assets to be acquired) and one year of proforma financial information (of the enlarged group).
(2) The acquisition must be made conditional upon the approval of shareholders and, if applicable, the issue of a listing and quotation notice by the Exchange.
(3) The enlarged group must comply with the following:
(a) the requirements in Rule 406, 429 and if applicable, Rule 416. With regard to Rule 406(1), the proportion of share capital in public hands must be at least 15% based on the total number of issued shares excluding treasury shares of the enlarged group. Where reference is made in Rule 406 to "offer document", it shall mean a shareholders' circular as required pursuant to Rule 1015(2); and
(b) the period of moratorium specified in Rule 422(1) is applicable to:
(i) persons who are existing controlling shareholders or who will become controlling shareholders of the issuer as a result of the asset acquisition; and
(ii) associates of any person in (i).
(4) In relation to the assets to be acquired, the shareholders' circular must contain the following:
(a) information required by Rules 407 and 1010. Where reference is made in Rule 407 to "offer document", it shall mean a shareholders' circular as required pursuant to Rule 1015(2);
(b) a statement by the directors and vendors (where the issue involves the sale of vendor shares) that they individually and collectively accept full responsibility for the accuracy of the information given in the document and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinions expressed in the document are fair and accurate in all material respects as at the date of the document and that there are no material facts the omission of which would make any statements in the document misleading, and that the profit forcast (if any) has been stated by the directors after due and careful enquiry; and
(c) a statement by the sponsor and each financial adviser that, to the best of its knowledge and belief, the document constitutes full and true disclosure of all material facts about the issue, the issuer and its subsidiaries, and that it is not aware of any facts the omission of which would make any statement in the document misleading; and where the document contains a profit forecast, that it is satisfied that the profit forecast has been stated by the directors after reasonable enquiry.
(5) Unless the Exchange prescribes otherwise, the issuer must comply with the requirements set out in Appendix 4F which sets out the following:
(a) the main steps in the very substantial acquisition or reverse takeover process; and
(b) documents to be submitted by the sponsor to the Exchange. The sponsor must give the Exchange any additional information or documents which the Exchange requires, either in the particular case or generally.
(6) The issuer's sponsor must provide the confirmation required in Appendix 10A that the enlarged group is suitable for listing and complies with the Rules.

Refer to Appendix 10A — Reverse Takeover / Very Substantial Acquisition Listing Confirmation.
(7) The Exchange may suspend the securities of the issuer until:
(a) the information required in Rule 1010 has been announced (unless the only information missing is insignificant); and
(b) the issuer has met the admission requirements set out in Rule 1015(3)(a).
(8) Rule 1015 does not apply in the case of an acquisition of profitable asset(s) if the only limit breached is Rule 1006(b).

Amended on 31 January 200831 January 2008.