Cross-referenced from Rule 875
1 Title Page
(a) The name of the applicant.
(b) Brief description of the issue stating the designation, number, amount, class, par value and ranking of the securities for which listing is sought. If the securities are not identical with other securities of the issuer, they must be separately designated.
(c) The date of application and the date of announcement of the issue.
(d) The authority required to issue the securities. If the securities are issued pursuant to the share issue mandate specified in Rule 806
, to provide the necessary information to satisfy the Exchange that the proposed issue of securities complies with Rule 806
(e) Names of the lead managers, co-managers, placement agents and underwriters (where applicable) and the commission payable to these parties.
(a) The following information, in tabular form, at the last balance sheet and any changes between that date and the date of the application:—
(i) Designation or title of each class of shares;
(ii) Number of issued shares excluding treasury shares;
(iii) Number of treasury shares held; and
(iv) Number of unissued reserved shares (excluding the shares for which listing is sought) or an appropriate negative statement.
(b) The purpose for which the unissued shares are reserved.
3 Financial Position
(a) If the group is currently under pressure from its bankers to repay any of its existing borrowings, make appropriate disclosure or an appropriate negative statement. Any arrangements for refinancing of the group's borrowings must be stated.
(b) Confirmation of whether the group has sufficient resources to meet its capital commitments.
(c) State whether the directors are of the opinion that, after taking into consideration:—
(i) the group's present bank facilities, the working capital available to the group is sufficient to meet its present requirements and if so, the directors must provide reasons for the issue; and
(ii) the group's present bank facilities and the net proceeds of the issue, the working capital available to the group is sufficient to meet its present requirements, unless the directors have opined, pursuant to paragraph 3(c)(i) above, that, after taking into consideration the group's present bank facilities, the working capital available to the group is sufficient to meet its present requirements.
"Present requirements" in this Appendix 8.1 includes the transaction which will be funded (in whole or in part) by the net proceeds of the issue.
Where the issue is to be made as full or partial payment for the acquisition of an interest in, or the business and assets of another company or of any assets or properties, the following information must be provided:—
(a) Information required in Rule 1010
, and the factors considered in determining the terms of the acquisition and the issue; and
(b) Where the acquisition is a Chapter 9
transaction, details of the interested person transacting with the entity at risk and the nature of that person's interest in the transaction.
Note: Additional details may be required to enable the Exchange to have a full understanding of the transaction.
5 Capitalisation Issues
(a) The effect of the capitalisation issue on the relevant reserve accounts of the issuer, and the group, based on the latest audited accounts.
(b) Details of any moratorium that is imposed on the issuer's shares.
6 Rights Issues
(a) The amount of cash raised from issues of securities in the past 2 years and a statement on whether the proceeds were used for the intended purposes.
(b) A time-table showing the following dates:—
(i) Record date to determine rights entitlement;
(ii) Last day for splitting; and
(iii) Last day for exercise and payment of rights.
Note: Attention is drawn to Practice Note 8.1 governing the determination of the dates above.
7 Convertible Securities
(a) The form, basis of allotment, exercise price, exercise period and whether the convertible securities are detachable.
(b) The number of new shares that will be issued upon full exercise or conversion of the proposed convertible securities as a percentage of the applicant's issued shares as at the date of the application.
(c) The number of new shares that will be issued upon full exercise or conversion of the proposed convertible securities and all outstanding convertible securities as a percentage of the applicant's issued shares as at the date of the application.
8 Issue of Shares for Cash Under Part IV of Chapter 8
(a) The issue price and the weighted average price for the period specified in Rule 811
(b) The amount of cash raised from issues of securities in the market in the past 2 years and a statement on whether the proceeds had been used for the intended purposes.
(c) Where the end-placee
(s) is not procured by a placement agent, to provide the following information:—
(i) background of the end placee(s);
(ii) rationale for the subscription; and
(iii) confirmation that the end placee(s) and its(their) directors and substantial shareholders (if applicable) have no connections (including any business relationship) with the issuer and its directors and substantial shareholders.
Amended on 7 February 20207 February 2020.