Drafting of notice of meeting for issuance of shares to directors etc

Drafting

Notice of meeting for issuance of shares by a company listed on the Main Market or ACE Market or its subsidiaries to a director, major shareholder, chief executive of the listed company or its holding company or persons connected with them must contain the details required under the Listing Requirements.

The notice of meeting must include:
1. the number of securities to be so allotted;
2. the purpose of allotment;
3. the precise terms and conditions of the allotment; and
4. the identity and relationship of the persons connected with the director, major shareholder or chief executive, where applicable.

The specific allotment to the persons described above must be approved by shareholders in general meeting unless the issuance of shares is:
(i) on a pro rata basis to shareholders;
(ii) pursuant to a back-to-back placement; or
(iii) pursuant to a dividend reinvestment scheme.

(Paragraph 6.06, Main Market Listing Requirements and Rule 6.07, ACE Market Listing Requirements)

#malaysiancorporatelawyer
#listingrequirements

This post was first posted on Linkedin on 12 April 2021.

Linkedin Post
Earn-Out: A Postponed Dispute?

An earn-out is often the solution when a buyer and seller cannot agree on price. The seller believes the business is worth more than what the buyer is willing to pay upfront. So, the parties resolve the issue by deferring the portion of the price they cannot agree on, with …

Linkedin Post
The Disclosure Letter: Why Founders Selling Their Companies Should Not Treat It as an Afterthought

When founders sell their companies, the scope of legal work usually focuses on the share sale and purchase agreement (SPA). The disclosure letter is sometimes treated as secondary to the SPA but it should not have been the case. The disclosure letter sets out the exceptions to the sellers’ representations …

Linkedin Post
Third-Party Consents in a Share Sale: What Sellers Should Check Before Negotiating

When a company is sold, due diligence is usually conducted by the buyer, not the seller. That means the consents required from regulators, other shareholders, financiers or IP licensors to complete the sale are often only discovered when the buyer’s lawyers identify them during legal due diligence. By then, the …