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| Instructions
on the Price Stabilisation Mechanism in Initial
Public Offerings ... Part 1: Preliminary a) The purpose of these Instructions is to regulate the price
stabilisation activities on shares of companies newly listed on the Exchange
after the initial public offering, and to regulate the price stabilisation
activities after the secondary public offering and the secondary offering in
the Parallel Market. b) These Instructions shall not prejudice
the provisions of the Capital Market Law and its Implementing Regulations. Part 2: Definitions ... c) For the purpose of implementing these Instructions, the
following expressions and terms shall have the meaning they bear as follows,
unless the context indicates otherwise: - Price Stabilisation Mechanism: A mechanism that contribute to the price stabilisation of the
newly listed shares on the Exchange or shares of
a listed company in the case of the secondary public offering and the secondary offering in the Parallel Market,
by means of Over-Allotment, and where all or any of the following
transactions are conducted: - Borrowing a number of shares from
lending-shareholders prior to the
initial public offering, in an amount not exceeding
the number resulted from the maximum limit allowed for Over-Allotment.
... - Over-Allotment: A
process upon which a number of additional shares is allocated to the shares
offered for subscription. Such shares are borrowed from the lending-shareholders
and sold to the public
or
to qualified investors during the initial public offering
at the subscription price, in accordance with the over-allotment agreement. - Purchase
Option: A contractual option whereby the price stabilisation manager is
granted the right to buy an amount of shares not exceeding the amount of the
shares included in the Over-Allotment at the subscription price in the initial offer
period, during the price stabilisation period or after its end. - Price Stabilisation Period: A period of time for the Price Stabilisation Mechanism that is agreed
upon between the price stabilisation manager and the issuer or
the price stabilisation manager and
the selling shareholder in the secondary public offering or the price
stabilisation manager and the selling shareholder in the secondary offering
in the Parallel Market, provided that such period shall not exceed
(30) calendar days from the first day of listing the shares on the Exchange or the first trading day following the date of
completion of the secondary public offering or secondary offering in the
Parallel Market. Part 3: General Provisions a) The maximum amount allowed for an Over-Allotment shall not exceed 15%
of the number of shares offered for subscription in the initial public offering. b) The issuer shall, in case of conducting a
Price Stabilisation Mechanism, disclose the following in the prospectus: - Maximum number of additional shares to be over-allotted in accordance
with the Over-Allotment agreement.
- The Price Stabilisation Period.
- Any other restrictions imposed by the issuer or the underwriter on the
price stabilisation manager.
- The price stabilisation manager.
c)
The selling shareholder in the secondary public offering and the selling
shareholder in the secondary offering in the Parallel Market shall – in case
of conducting the Price Stabilisation Mechanism – disclose the following in
the secondary public offering document and the secondary offering document in
the Parallel Market: - Maximum number of additional
shares to be over-allotted in accordance with the Over-Allotment agreement.
- The Price
Stabilisation Period.
- Any other
restrictions imposed by the selling shareholder or its financial advisor on
the price stabilisation manager.
- The price stabilisation
manager.
...
Part 4: Obligations of the Price
Stabilisation Manager
...
e) Starting from the first day of listing the shares on the
Exchange and the
first trading day following the date of completion of the secondary public
offering or the secondary offering in the Parallel Market, the price
stabilisation manager must disclose to the public at the end of every fifth
trading day and until the end of the Price Stabilisation Period the details
of all price stabilisation transactions it conducted, including the
disclosure of the amount of shares purchased and the price range of such
shares.
...
Part 5:
Exemptions
...
c) For the
purposes of implementing these Instructions, the lending-shareholders shall
be waived from the obligations and restrictions stated in Article 23 and
Article 24 of the Merger and Acquisition Regulations and paragraph (a) of
Article 87 and Article
(59) and Paragraph (t) of Article (109) of the Rules on the Offer of
Securities and Continuing Obligations.
| It
is suggested to amend the name of the Instructions on the Price Stabilisation
Mechanism in Initial Public Offerings, and amend Parts (1, 2, 3, 4, 5) thereof
to include in its provisions the cases of secondary public offering and
secondary offering in the Parallel Market. |