SC: Listed companies must announce by 3 September if warrant Deed Poll has extension provision

Kuala Lumpur, 28 August 2001

To aid the investing public in making informed investment decisions, all listed- companies whose currently listed-warrant Deed Polls contain the express provision for extension of the exercise period of their warrants are required to announce through the Kuala Lumpur Stock Exchange (KLSE) by 3 September 2001 that they have such a provision.

The announcement should also contain details of the exercise price and existing exercise period of the warrants, as well as an extract of the express provision in the warrant Deed Poll that outlines the circumstances under which the exercise period of the warrants could be extended.

The exercise period of warrants which are currently outstanding and listed on KLSE can only be extended if the Deed Polls governing those warrants allow for such extension.

This requirement and the procedures that must be adhered to before warrant extensions could be carried out, were detailed by the Securities Commission (SC) in its press statement of 30 October 1998, which is available on the SC's official website at www.sc.com.my.

The SC wishes to remind the investing public that not all of the currently listed-warrants have the express provision for extensions in their Deed Polls. Even where there is such express provision, the listed companies may decide not to extend the exercise period of their warrants.

Listed companies with currently listed-warrants which do not have express provisions should also note that they are now not allowed to amend the Deed Polls of those listed-warrants to incorporate an express provision for the extension of their warrant exercise period. The warrants of these listed-companies would lapse upon expiry of the exercise period.

Based on consultation with industry, the SC has decided that new warrants issued by listed companies after the date of this press release are not allowed to have their exercise period extended in mid-stream and that no provision for extension may be incorporated into their Deed Polls. Listed companies, therefore, must decide carefully the tenure of the new warrants that they intend to issue as the exercise period of the warrants cannot be changed once it has been fixed.

SECURITIES COMMISSION MALAYSIA

PROCEDURES FOR APPLICATION TO EXTEND EXERCISE PERIOD OF WARRANTS

(Issued in relation to the 28 August 2001 Press Release on extension of exercise period of warrants)

For currently listed warrants of listed companies whose Deed Polls have the express provision for extension, proposals to extend the exercise period of those warrants must comply with the following requirements:-

Approval of the SC must be obtained for the extension. 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 makes 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 section 68(1) of the Companies Act 1965; and
After the approval of the SC has been obtained for the extension of the exercise period of the warrants -

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; and
the directors of the listed company or any principal officers of the listed company should, in their warrant dealings, adhere strictly to the requirements on dealings in securities, as stipulated under the Listing Requirements of KLSE.