ISSUE: EFFECT OF NONCOMPLIANCE OR DELAY OF ANNOUNCEMENT IN

BURSA BY LISTED ISSUER

INSTANCES WHEN WITHHOLDING OF INFORMATION IS ALLOWED

Para

9.05

information

(3)
is

provides instances where withholding

allowed,

provided

that

complete

of material

confidentiality

is

maintained. The following are instances where such withholding is

allowed:
(a) when immediate disclosure would prejudice the ability of
the listed issuer to pursue its corporate objectives. Public
disclosure of a plan to acquire certain real estate for example, could
result in an increase in the listed issuers cost of the desired
acquisition or could prevent the listed issuer from carrying out the
plan at all. In such circumstances, if the unfavourable result to the
listed issuer outweighs the undesirable consequences of nondisclosure,

disclosure

may

properly

be

deferred

to

more

appropriate time;
(b) when the facts are in a state of flux and a more
appropriate moment for disclosure is imminent. Occasionally,
corporate developments give rise to information which, although
material, is subject to rapid change. If the situation is about to
stabilise or resolve itself in the near future, it may be proper to
withhold public announcement until a firm announcement may be
made, since successive public announcements concerning the same
subject but based on changing facts may confuse or mislead the
public rather than enlighten it. In the course of a successful
negotiation for the acquisition of another corporation, for example,
the only information known to each party at the outset may be the
willingness of the other to hold discussions. Shortly after that, it
may become apparent to the parties that it is likely an agreement
can be reached. Finally, an agreement in principle may be reached
on specific terms. In such circumstances a listed issuer need not
issue a public announcement at each stage of the negotiations,
describing the current state of constantly changing facts but may

await agreement in principle on specific terms. If, on the other

hand, progress in the negotiations should stabilise at some other
point, disclosure should then be made if the information is material;
or
(c) where company or securities laws may restrict the extent
of permissible disclosure before or during a public offering of
securities or a solicitation of proxies.

This para however is subjected to Para 9.06 which requires such

information to be withheld by maintaining complete confidentiality. In the
event of any disclosure to third party, or where the information become
available to the media, it must be announced immediately by the listed
issuer. [9.05 (3)].

EFFECT OF NON COMPLIANCE

Para 16.12 provides that a breach of these requirements by any one of

the subsidiaries of a listed issuer will be deemed a breach of these
Requirements by the listed issuer.

Para 16.18 provides that penalties may be imposed as per para 16.19 in
the event of any breach of these Requirements by any applicant, listed
issuer, management company, trustee, trustee-manager or its directors,
officers or advisers or any other person to whom these Requirements are
directed except where the decision is made in consultation with the SC.

Para 16.19 listed types of actions or penalties

(1) Without prejudice to any of the powers granted to the Exchange under
any written law in relation to the enforcement of these Requirements, the
types of action or penalty that the Exchange may take or impose for a
breach of these Requirements include any one or more of the following:
(a) in relation to applicants, listed issuers, management companies,
trustees, or trustee manager
(i) issuance of a caution letter;
(ii) issuance of a private reprimand;

(iii) issuance of a public reprimand; Chapter 16 Suspension,

De-Listing and Enforcement As at 3 May 2016 Page 1607
MAIN MARKET
(iv) imposition of a fine not exceeding RM1 million;
(v) issuance of a letter directing the listed

issuer,

management company, trustee, or trustee-manager to rectify

the non-compliance, which direction will remain in force until
it is revoked;
(vi) imposition of one or more condition(s) for compliance;
(vii) non-acceptance of applications or submissions, with or
without conditions imposed (after consultation with the SC);
(viii) imposition of condition(s) on the delivery or settlement
of trades entered into in respect of the listed issuers
securities;
(ix) suspension of trading of the listed securities;
(x) de-listing of any listed securities; (xi) de-listing of a listed
issuer or any class of its listed securities;
(xii) mandating education, training or such other types of
programs as may be determined by the Exchange to be
undertaken

or

implemented

by

the

listed

issuer,

management company, trustee or the trustee-manager, as

the case may be for its directors and/or management; or
(xiii) any other action which the Exchange may deem
appropriate, subject to consultation with the SC;
(b) in relation to directors or officers of an applicant, a listed issuer,
management company, trustee, or trustee-manager, a Controlling
Person as defined in paragraph 2.22, or any other person to whom
these Requirements are directed
(i) issuance of a caution letter;
(ii) issuance of a private reprimand;
(iii) issuance of a public reprimand;
(iv) imposition of a fine not exceeding RM1 million;
(v) issuance of a letter directing the person in default to
rectify the noncompliance, which direction will remain in force
until it is revoked;
(vi) imposition of one or more condition(s) for compliance;

(vii) imposition of a moratorium on or prohibition of dealings

in the listed issuers and/or other listed securities by the
relevant director, officer or other person; or
(viii) any other action which the Exchange may deem
appropriate, subject to consultation with the SC;
(c) in relation to advisers
(i) issuance of a caution letter;
(ii) issuance of a private reprimand; Chapter 16 Suspension,
De-Listing and Enforcement As at 3 May 2016 Page 1608
MAIN MARKET
(iii) issuance of a public reprimand;
(iv) imposition of a fine not exceeding RM1 million;
(v) issuance of a letter directing the adviser to rectify the
non-compliance, which direction will remain in force until it is
revoked;
(vi) imposition of one or more condition(s) for compliance;
(vii)

non-acceptance

of

applications

or

submissions

or

documents, made or prepared by the adviser, with or without

conditions imposed (after consultation with the SC); or
(viii) any other action which the Exchange may deem
appropriate, subject to consultation with the SC.

Non-compliance with the direction of penalties in para (1):

the Exchange may impose additional actions or penalties as
specified
additional

in

subparagraph

actions

or

(1)

penalties

on

such

may

persons.

include,

Such

without

limitation, the imposition of additional fines in such manner

as the Exchange deems fit (e.g. additional fines on a daily
basis until the full amount due is paid to the Exchange) or
suspension of trading or de-listing of securities in the case of
a listed issuer. [Para 16.19 (2)]