Following the amendment to Section 68(1) of the Companies Act 1965 to enable options to have tenures of up to ten years and in view of market condition, the SC allowed warrants which are listed on Kuala Lumpur Stock Exchange (KLSE) to have their exercise periods extended up to a maximum of 10 years.
In this respect, the SC wishes to reiterate the procedures for extension of exercise period for warrants, which were detailed in its press statement of 30 October 1998, as follows:
- The application to the SC for its approval should be supported by justification for the request for extension and legal opinion from a law firm stating that the extension of the exercise period for the warrants would not contravene any subsisting laws, the prospectus or offer document issued at the time of the warrant offering and the Deed Poll governing the warrants;
- The application to the SC for its approval should be made as soon as possible but in any event not later than two weeks from the date the listed company made the announcement of its intention to extend the exercise period of its warrants;
- An appropriate announcement should be made by the listed company immediately after the approval of the SC for the extension of the exercise period of the warrants, which announcement should contain a clear statement that, notwithstanding the extension, the exercise period for the warrants would not exceed 10 years as allowed for under the amended section 68(1) of the Companies Act 1965;
- After the approval of the SC has been obtained for the extension of the exercise period of the warrants,-
- approval of KLSE should be sought for a supplementary Deed Poll to be issued to warrantholders to effect the extension;
- approval from the listed company's shareholders should be sought for the extension whereby at least 75% of shareholders present at the shareholders meeting should vote in favour of the extension; and
- approval from warrantholders should be sought for the extension.
Nonetheless, in line with the responsibility of the SC to undertake surveillance of the market to protect the interests of investors, it will not hesitate to take action against any issuer, although the issuer may have complied with the procedural requirements, should there be any evidence of misconduct or unfair practices that are to the detriment of investors' interests.
