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
Partial Share Sales in Malaysia: What Sellers Need to Know About Guarantees

In partial disposals, it’s common for sellers and buyers to agree that any existing guarantees given by the sellers to secure banking facilities of the target companies will be adjusted to reflect the post-completion shareholding. For public listed companies (PLCs) in Malaysia, this can affect the deal timeline if not …

Linkedin Post
M&A Break Fees: Practical Constraints in Malaysia

In M&A transactions, break fees refer to a pre-agreed sum payable if a party withdraws from a proposed transaction without any breach by the counterparty. In principle, break fees are intended to deter frivolous exits and to compensate the other party for transaction-related costs, including due diligence and advisory expenses. …

Linkedin Post
M&A Disclosure Letter: DIY or Get a Lawyer?

In M&A transactions, a disclosure letter sets out the exceptions and qualifications to the representations and warranties (R&Ws) given by a seller in a share sale and purchase agreement (SPA). Getting it wrong can turn an unintentional misstatement into a breach of contract, with serious legal and financial consequences. Should …