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14. Unusual trading activity could indicate possible leakage of material, price sensitive information. Part VIII, Chapter 7 of the Rules requires notifications to be provided to the Exchange in certain circumstances when transactions listed under Rule 754 are contemplated. Such notifications enable the Exchange to identify the relevant

counters and monitor trading in these counters more closely, and serve as a reminder to the issuers of their duty to monitor their share price and volume movements. To facilitate closer monitoring of trading activities, where the Board of an issuer is: (i) made aware of discussions or negotiations on a potential proposal; or

(ii) in discussion or negotiation on an agreement or document, whether binding or non-binding,

that is likely to result in any of the following transactions, the issuer would need to notify the Exchange without delay:

(i) Takeover of the issuer, which includes a scheme of arrangement or delisting; (ii) Reverse takeover of the issuer; or

(iii) Very substantial acquisition by the issuer.

15. Where the discussions or negotiations are carried out by a controlling shareholder of the issuer and without the knowledge of the issuer, that controlling shareholder shall (through their advisers or otherwise) notify the Exchange directly if the discussions or negotiations are likely to result in the above transactions. Each notification to the Exchange on the transactions in Rule 754 shall be in a prescribed excel file format consisting of the following information:

(i) Name of issuer; (ii) Type of transaction;

(iii) Target company (if applicable) (iv) Details of the contact person;

(v) Whether the notification is provided by the issuer or the controlling shareholder. and

(vi) Whether the issuer is aware of this transaction (where notification is provided by the controlling shareholder).

16. Rules 754 and 755 provide the circumstances under which an issuer or controlling shareholder would need to provide the notifications to the Exchange. In principle, the Exchange regards discussions or negotiations as being “likely to result” in a

transaction thereby warranting the required notification when:

(i) the transaction has progressed to the due diligence stage; or

(ii) external professionals are engaged to provide specific advice on the terms of the transaction (including the preparation of any submission to the regulatory authorities).

17. Guidance on the application of Rules 755 and 756 is provided in the non-exhaustive illustrations that follow:

Illustration 1

Controlling shareholder discusses a possible transaction in Rule 754 with the Board of the issuer. A notification must be provided by the Board of the issuer no later than when the Board:

(i) has approved in-principle the engagement of external professionals to provide specific advice on the terms of the transaction (including the preparation of any submission to the regulatory authorities); or

(ii) has approved in-principle the commencement of due diligence for the purpose of the transaction.

(iii) knows of the engagement of any of the members of the Board of the issuer on an individual basis, or other controlling shareholders, to solicit support for the proposed transaction.

Illustration 2

Controlling shareholder is approached by issuer on a possible transaction in Rule 754. The controlling shareholder considers the proposal but remains non-agreeable to certain terms provided.

No notification will be required if negotiations are ongoing without any certainty in progressing to a next stage, such as when:

(i) Neither party has appointed external professionals to provide specific advice on the terms of the transaction (including the preparation of any submission to the regulatory authorities); and

(ii) Neither party has commenced any due diligence for the purpose of the transaction.

Illustration 3

Controlling shareholder approaches a third party buyer or buyers for its stake in the issuer which may result in one of the transactions in Rule 754.

(i) If the controlling shareholder approaches only 1 buyer,

(a) No notifications will be required if the third party buyer is not agreeable to certain terms provided and has not taken the transaction to the next stage (i.e. appointed external professionals to provide specific advice on the terms of the transaction (including the preparation of any submission to the

regulatory authorities), or commenced due diligence for the purpose of the transaction).

(b) The controlling shareholder must provide the notification no later than when the third party buyer has approved in-principle to;

I. engage external professionals to provide specific advice on the terms of the transaction (including the preparation of any submission to the regulatory authorities); or

II. commence due diligence for the purpose of the transaction.

(ii) If the controlling shareholder approaches 2 or more buyers, the controlling shareholder must notify the Exchange no later than the time they approach the buyers. This is due to the significant risk of leakage as more people are invited to provide quotes on the transaction.

Illustration 4

Issuer is approached by third parties for one of the transactions in Rule 754.

(i) No notifications will be required if the issuer does not follow up with the proposal.

(ii) Notifications must be provided by the issuer no later than when the Board has approved in-principle to:

(a) engage external professionals to provide specific advice on the terms of the transaction (including the preparation of any submission to the regulatory authorities); or

(b) commence due diligence for the purpose of the transaction. Illustration 5

Controlling shareholder contemplates one of the transactions in Rule 754 without the knowledge of the issuer.

Notifications must be provided by the controlling shareholder no later than:

(i) the engagement of external professionals to provide specific advice on the terms of the transaction (including the preparation of any submission to the regulatory authorities);

(ii) the commencement of due diligence for the purpose of the transaction; or (iii) the engagement of any of the members of the Board of the issuer on an

individual basis, or other controlling shareholders, to solicit support for the proposed transaction.

15. 18.

The issuer and/or the controlling shareholder shallmustnotify the Exchange if they have (i) ceased discussions or negotiations, or (ii) announced the transaction(s) which they have provided a notification on. Such notifications must state the date of the corresponding earlier notification to the Exchange for easy reference.

16. 19.

The issuer, and/or the controlling shareholder shallmustconcurrently commence the maintenance of a list of persons privy to the transaction (“privy list”). The list must be submitted in a prescribed excel format consisting of the following information:

(i) Name of issuer; (ii) Type of transaction;

(iii) Details of the contact person; (iv) Names of the privy persons;

(v) Details of the privy persons (NRIC or passport number, contact number, company name, designation);

(vi) Circumstances under which person became aware or involved in the transaction; and

(vii) Date of first awareness or involvement.

20. (i) The prescribed formats for the notifications and privy list are available for download at Practice Note 7B of the Rules published on the Exchange’s website.

(ii) The privy list and notifications to the Exchange shallmustbe emailed to

[email protected]. and will be kept confidential. For the avoidance of doubt, the submissions made to this email address are accessible only by a restricted number of persons within the Exchange’s Surveillance department.

(iii) All privy lists and notifications submitted to the Exchange are used solely for surveillance and enforcement purposes, and will be kept strictly confidential.

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