Miscellaneous

PART VIII: MISCELLEANEOUS

Regulation 97. Restriction on further capital issues

• Restriction on Further Issue of Specified Securities

  1. The issuer cannot make any further issue of specified securities during the period covered by this restriction.

  2. The restriction covers further issues made through:

     1. Public issue.

     2. Rights issue.

     3. Preferential issue.

     4. Qualified Institutions Placement (QIP).

     5. Issue of bonus shares.

     6. Any other manner.

  3. The only stated exception is an issue made pursuant to:

     1. An Employee Stock Option Scheme or

     2. A Stock Appreciation Right Scheme.

• (a). Omitted.

• (b).

  1. Period of Restriction

     1. The restriction begins on the date the issuer files the Draft Letter of Offer with the stock exchange(s).

     2. It continues until either:

        1. The specified securities offered through the Letter of Offer are listed or

        2. The application monies are refunded to the applicants.

     3. Therefore, during this entire period, the issuer is restricted from making further issues of specified securities, subject to the stated exceptions.

• Disclosure Exception for Further Issue

  1. The issuer may make a further issue during the restricted period if full disclosure about that further issue has already been made.

  2. The disclosure must be made in the Draft Letter of Offer or Letter of Offer, as applicable.

  3. The disclosure must specify either:

     1. The total number of specified securities proposed to be issued or

     2. The amount proposed to be raised through the further issue.

Regulation 98. Alteration of rights of holders of specified securities

• Restriction on Alteration of Terms

  1. The issuer cannot alter the terms of specified securities if the alteration may adversely affect the interests of their holders.

  2. This restriction also covers any alteration to the terms of issue of those specified securities.

  3. Such alteration is permitted only with either:

     1. Written consent of holders of at least three-fourths of the specified securities of that class or

     2. A special resolution passed at a meeting of the holders of that class of specified securities.

  4. The approval must come from holders of the particular class of specified securities whose interests may be adversely affected.