Whole Section

  • Part IV Classification of Transactions

    • 1004

      Transactions are classified into the following categories:

      (a) non-discloseable transactions;
      (b) discloseable transactions;
      (c) major transactions; and
      (d) very substantial acquisitions or reverse takeovers.
    • 1005

      In determining whether a transaction falls into category (a), (b), (c) or (d) of Rule 1004, the sponsor may aggregate separate transactions completed within the last 12 months and treat them as if they were one transaction. The Exchange retains the discretion to determine whether the aggregation was correctly applied, and/or to direct the sponsor to aggregate other transactions.

    • 1006

      A transaction may fall into category (a), (b), (c) or (d) of Rule 1004 depending on the size of the relative figures computed on the following bases:

      (a) The net asset value of the assets to be disposed of, compared with the group's net asset value. This basis is not applicable to an acquisition of assets.
      (b) The net profits attributable to the assets acquired or disposed of, compared with the group's net profits.
      (c) The aggregate value of the consideration given or received, compared with the issuer's market capitalisation based on the total number of issued shares excluding treasury shares.
      (d) The number of equity securities issued by the issuer as consideration for an acquisition, compared with the number of equity securities previously in issue.
      (e) The aggregate volume or amount of proved and probable reserves to be disposed of, compared with the aggregate of the group's proved and probable reserves. This basis is applicable to a disposal of mineral, oil or gas assets by a mineral, oil and gas company, but not to an acquisition of such assets. If the reserves are not directly comparable, the Exchange may permit valuations to be used instead of volume or amount.

      Amended on 1 February 20111 February 2011, 27 September 201327 September 2013 and 23 August 201823 August 2018.

    • 1007

      (1) If any of the relative figures computed pursuant to Rule 1006 involves a negative figure, this Chapter may still be applicable to the transaction in accordance with the applicable circumstances in Practice Note 10A, or if not so provided, at the discretion of the Exchange, in which case, the sponsor should consult the Exchange.
      (2) Where the disposal of an issuer's interest in a subsidiary is undertaken in conjunction with an issue of shares by that subsidiary, the relative figures in Rule 1006 must be computed based on the disposal and the issue of shares.

      Amended on 7 February 20207 February 2020.