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THURSDAY, APRIL 4, 1985
STATUTORY UNDERTAK ING
LISTED COMPANIES WILL BE REQUIRED TO ENTER INTO AN UNDERTAKING WITH THE LISTING EXCHANGE IN THE FORM PRESCRIBED BY THE RULES. THE COMMISSIONER HAS POWER TO AUTHORISE AMENDMENT OF THIS STATUTURY UNDERTAKING IN AN APPROPRIATE CASE. EXISTING LISTED COMPANIES MUST ENTER THE PRESCRIBED UNDERTAKING WITHIN 30 DAYS OF THE COMMENCEMENT OF THE RULES (RULE 17).
THE PRESCRIBED UNDERTAKING DOES NOT SUPERSEDE ANY PREVIOUS UNDERTAKING ENTERED INTO BY A LISTED COMPANY WITH A STOCK EXCHANGE, AND A STOCK EXCHANGE MAY REQUIRE A LISTED COMPANY TO ENTER INTO A FURTHER UNDERTAKING ON OTHER MATTERS IF IT SO WISHES.
THE COMMISSIONER MAY DIRECT A STOCK EXCHANGE TO SUSPEND DEALINGS IN THE SECURITIES OF A COMPANY WHICH HAS FAILED TO ENTER INTO THE STATUTORY UNDERTAKING OR FAILED TO COMPLY WITH ITS TERMS (RULE 9).
REQUIREMENTS UNDER STATUTORY UNDERTAKING
THE FORM OF THE STATUTORY UNDERTAKING IS SET OUT IN THE SCHEDULE TO THE RULES, IT REQUIRES LISTED COMPANIES TO MAKE TIMELY DISCLOSURE TO THE COMMISSIONER FOR SECURITIES, THE LISTING EXCHANGE AND ITS SHAREHOLDERS OF MATERIAL INFORMATION RELEVANT TO THE FINANCIAL POSITION OF THE COMPANY AND TO THE MARKET PRICE OF
ITS SECURITIES. LISTED COMPANIES ARE ALSO REQUIRED TO SUPPLY COPIES OF ANNUAL AND INTERIM REPORTS WHICH MUST BE ACCOMPANIED BY A DIRECTOR'S STATEMENT GIVING SPECIFIED INFORMATION, SUCH AS THEIR PRINCIPAL ACTIVITIES, TRADING RESULTS, SHARE AND LOAN CAPITAL, INDEBTEDNESS, AND SHARES HELD IN THEM BY THEIR DIRECTORS, CHIEF EXECUTIVES AND THEIR ASSOCIATES.
IN ADDITION, LISTED COMPANIES ARE REQUIRED TO DISCLOSE BY WAY OF PRESS RELEASE AND SUBSEQUENT CIRCULAR DETAILS OF CERTAIN TRANSACTIONS, NAMELY CHANGES IN THE CHARACTER OF THE COMPANY'S BUSINESS, THE ACQUISITION OR DISPOSITION OF SUBSIDIARIES, TRANSACTIONS INVOLVING THE COMPANY'S ACQUISITION OR DISPOSAL OF SUBSTANTIAL ASSETS, AND TRANSACTIONS BETWEEN THE COMPANY AND ITS DIRECTORS, CHIEF EXECUTIVE OR THEIR ASSOCIATES. ESSENTIALLY A TRANSACTION IS 'SUBSTANTIAL' IF IT INVOLVES ASSETS EXCEEDING 15 PER CENT OF THE VALUE OF THE COMPANY'S CONSOLIDATED ASSETS (EXCLUDING CURRENT AND INTANGIBLE ASSETS). ADDITIONALLY, A PROPERTY COMPANY IS REQUIRED TO DISCLOSE TRANSACTIONS WHICH INVOLVE PROPERTY ACQUISITIONS OR DISPOSALS, WHERE THE ASSETS CONCERNED EXCEED 20 PER CENT OF THE VALUE OF ALL PROPERTY OWNED BY IT OR ITS GROUP PRIOR TO THE TRANSACTION.
/HAITER
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