Introduction:Information has been collated for those who are interested to know more about PN 17 (Main Market) [ cross refer with PN 1 ] or GN 3 (Ace Market) and for future reference only.
Feel free to add, subtract, modify, comment, post and whatever, i am no authority on this but will amend this posting accordingly.
Topics open for discussion.
Contents:Main#1. PN 17 Criteria
#2. In the Beginning
#3. PN 1 ?
#4. PN 1 to PN 17 (getting out of PN 17 or getting delisted)
#5. "First Announcement" - PN 17
#6. "Monthly Announcement" - PN 17
#7. "Requisite Announcement" - PN 17
#8. -Reserve-
#9. -Reserve-
#10. Misc
Supplement# Appendix A
# Appendix B
# Appendix C
Sos of Reference:Listing Requirements:
1.
Main Market2.
Ace MarketMain Market
Chap 8 Continuing Listing Obligations
Chap_8_MM_Continuing_Listing_Obligations.pdf ( 74.45k )
Number of downloads: 59Chap 16 Suspension, De-listing and Enforcement
Chap_16_MM_Suspension__De_listing_and_Enforcement.pdf ( 44.44k )
Number of downloads: 43PN 1 Default in Payment
PN_1MM_Default_in_Payment.pdf ( 27.89k )
Number of downloads: 74PN 17 Criteria & Obligation
PN_17_MM_Criteria___Obligation.pdf ( 53.87k )
Number of downloads: 230Ace Market
Chap 8 Continuing Listing Obligations
Chap_8_AM_Continuing_Listing_Obligations.pdf ( 102.58k )
Number of downloads: 23Chap 16 Suspension, De-listing and Enforcement
Chap_16_AM_Suspension__De_listing_and_Enforcement.pdf ( 67.05k )
Number of downloads: 26GN 3 Criteria & Obligation
GN_3_AM_Criteria___Obligation.pdf ( 49.82k )
Number of downloads: 135GN 5 Default in Payment
GN_5_AM_Defualt_in_Payment.pdf ( 27.28k )
Number of downloads: 34
Added on September 24, 2009, 3:30 pm#1 PN 17 CriteriaFor convenience sake, since most companies are listed under the main market will be using PN 17 (Note: GN 3 companies have the same criteria) as benchmark and all its related provisions.
In Brief Criteria for a Company to fall within the purview of PN 17 (clause 2.1 a-h):
a. s/h's equity of the listed issuer on a consolidated basis is less than 25% or less of the issued and paid up capital (excl treasury shares) of the listed issuer and such s/h's equity is less than 40m
b. appointment of receiver/manager
c. winding up
d. auditors (qualification of audited report)
e. the auditors have expressed modified opinion with emphasis on the listed issuer's going concern in the listed issuer's latest audited financial s/m and the s/h equity of the listed issuer on a consolidated basis is 50% or less of the issued or paid up capital (excl treasury s/h) of the listed issuer
f. default payment (PN 1) +unable to provide SOVENCY Declaration to the Exchange
g. listed issuer has suspended/ceased its business
h. listed issuer has an insignificant biz/operation
Added on September 24, 2009, 3:54 pm#2 In the Beginning.The most common type (correct me i am wrong) of PN 17 would be default in payment [2.1(f)], if there are some exception circumstances i will list accordingly.
Illustrations:
Oilcorp (latest) - Defaulted in Interest Payment dated 17th September 2009
Exhibit AGeneral Announcement
Reference No OO-090918-EB89A
Company Name : OILCORP BERHAD
Stock Name : OILCORP
Date Announced : 18/09/2009
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Type : Announcement
Subject : Oilcorp Berhad (“OILCORP or the Company”):
- Default in Payment under Practice Note 1/2001 of the Listing Requirements of Bursa Malaysia Securities Berhad.
Contents : The Company wishes to announce that the Company has failed to meet its interest payment of RM1,643,806.85 due and payable on 17 September 2009 in respect of the Facility Agreement dated 9 September 2005 between EON Bank Berhad, CAPONE Berhad and OILCORP (“Facility Agreement”).
Announcement Details :
The Company wishes to announce that the Company has failed to meet its interest payment of RM1,643,806.85 due and payable on 17 September 2009 (“Interest Payment Date”) in respect of the Facility Agreement dated 9 September 2005 between EON Bank Berhad (“Lender”), CAPONE Berhad (“Issuer”) and OILCORP (“Borrower”) under a Primary Collateralised Loan Obligation (“CLO”) Transaction.
a) The date of the default is 17 September 2009.
b) The Company did not have sufficient funds to settle the interest payment due as the receipt of certain large receivables had been delayed from our clients.
c) The Company has on 15 September 2009 written to Malaysian Trustees Berhad (“Trustee”) to seek indulgence of time of up to one (1) month from the Interest Payment Date to remedy this matter.
d) Pursuant to Clause 12.1(a) of the Facility Agreement, it is an Event of Default when Oilcorp fails to pay the interest on the Interest Payment Date. However, the Lender and/or Trustee have yet to declare Oilcorp to be in default under the Facility Agreement. If such a notice has been served to Oilcorp to declare the default, then the CLO is to be immediately due and payable together with accrued interest thereon and any other amounts then payable under this Facility Agreement.
e) Such a default will have an impact on the business, financial and operational aspects of Oilcorp. However, Oilcorp expects to remedy this Interest Payment within the indulgence period if granted and is pursuing the payment of receivables in paragraph (b) above.
f) The action available to the Lenders against the Company is to issue legal proceedings.
g) N/A
h) The company is taking legal advice as to whether such a default will constitute an event of default under any other agreements for indebtedness and will be make an announcement once that advice has been received.
i) This default applies directly to the Company and not in respect of a subsidiary or associated company.
j) The directors are unable to form the opinion that the Company is able to pay its debts as they when they fall due over the next 12 months.
This announcement is dated 18 September 2009.
Exhibit BGeneral Announcement
Reference No OO-090918-B3325
Amended Announcement
(Please refer to the ealier announcement reference number: OO-090918-EB89A)
Company Name : OILCORP BERHAD
Stock Name : OILCORP
Date Announced : 18/09/2009
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Type : Announcement
Subject : Oilcorp Berhad (“OILCORP or the Company”):
- Default in Payment under Practice Note 1/2001 of the Listing Requirements of Bursa Malaysia Securities Berhad.
Contents : The Company wishes to announce that the Company has failed to meet its interest payment of RM1,643,806.85 due and payable on 17 September 2009 in respect of the Facility Agreement dated 9 September 2005 between EON Bank Berhad, CAPONE Berhad and OILCORP (“Facility Agreement”).
Announcement Details :
The Company wishes to announce that the Company has failed to meet its interest payment of RM1,643,806.85 due and payable on 17 September 2009 (“Interest Payment Date”) in respect of the Facility Agreement dated 9 September 2005 between EON Bank Berhad (“Lender”), CAPONE Berhad (“Issuer”) and OILCORP (“Borrower”) under a Primary Collateralised Loan Obligation (“CLO”) Transaction.
a) The date of the default is 17 September 2009.
b) The Company did not have sufficient funds to settle the interest payment due as the receipt of certain large receivables had been delayed from our clients.
c) The Company has on 15 September 2009 written to Malaysian Trustees Berhad (“Trustee”) to seek indulgence of time of up to one (1) month from the Interest Payment Date to remedy this matter.
d) Pursuant to Clause 12.1(a) of the Facility Agreement, it is an Event of Default when Oilcorp fails to pay the interest on the Interest Payment Date. However, the Lender and/or Trustee have yet to declare Oilcorp to be in default under the Facility Agreement. If such a notice has been served to Oilcorp to declare the default, then the CLO is to be immediately due and payable together with accrued interest thereon and any other amounts then payable under this Facility Agreement.
e) Such a default will have an impact on the business, financial and operational aspects of Oilcorp. However, Oilcorp expects to remedy this Interest Payment within the indulgence period if granted and is pursuing the payment of receivables in paragraph (b) above.
f) The action available to the Lenders against the Company is to issue legal proceedings.
g) The event of default is not in respect of payments under a debenture.
h) The company is taking legal advice as to whether such a default will constitute an event of default under any other agreements for indebtedness and will be make an announcement once that advice has been received.
i) This default applies directly to the Company and not in respect of a subsidiary or associated company.
j) As the circumstances present today, the Directors are unable to form an opinion that the Company will be able to meet its debts as they fall due and accordingly the Company is not solvent as defined by PN1 Paragraph 3.1(j) .
This announcement is dated 18 September 2009.
Exibit CGeneral Announcement
Reference No OO-090923-EAA9E
Company Name : OILCORP BERHAD
Stock Name : OILCORP
Date Announced : 23/09/2009
Type : Announcement
Subject : : Oilcorp Berhad (“OILCORP or the Company”):
• PRACTICE NOTE 17/2005 ("PN 17")
• FIRST ANNOUNCEMENT
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Contents : Pursuant to the Practice Note 17/2005 ("PN 17") of the Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements"), the Board of Directors of Oilcorp wishes to announce that Oilcorp is classified as an Affected Listed Issuer pursuant to paragraph 2.1(f) of PN 17 ("First Announcement") as the Company has defaulted in its interest payments announced pursuant to Practice Note 1/2001 on 18 September 2009 and the Company is unable to provide a Solvency Declaration to Bursa Securities.
Announcement Details :
Pursuant to the Practice Note 17/2005 ("PN 17") of the Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements"), the Board of Directors of Oilcorp wishes to announce that Oilcorp is classified as an Affected Listed Issuer pursuant to paragraph 2.1(f) of PN 17 ("First Announcement") as the Company has defaulted in its interest payments announced pursuant to Practice Note 1/2001 on 18 September 2009 and the Company is unable to provide a Solvency Declaration to Bursa Securities.
1) OBLIGATIONS OF OILCORP UNDER PN 17
Oilcorp is required to comply with the following obligations pursuant to Paragraph 3.1 and 4.1 of PN 17:
i) To regularise its condition by undertaking a regularisation plan ("Regularisation Plan") and the Company and its Principal Adviser must ensure that the Regularisation Plan is sufficiently comprehensive and capable of resolving all problems, financial or otherwise that has caused the Company to trigger PN 17. Such Regularisation Plan must be fair and reasonable to the Company and its shareholders and will increase shareholder value;
ii) To submit the Regularisation Plan within 12 months from the date of this First Announcement (“Submission Timeframe”) and to implement the Regularisation Plan within the timeframe stipulated by the Approving Authorities ("Implementation Timeframe").
iii) To make the following announcements:-
a. Within 3 months from this First Announcement, on whether the Regularisation Plan will result in a significant change in the business direction or policy of the Company;
b. the status of Oilcorp's Regularisation Plan and the number of months to the end of the Submission Timeframe on a monthly basis ("Monthly Announcement") until further notice from Bursa Securities;
c. its compliance or non-compliance with a particular obligation imposed pursuant to PN 17 on an immediate basis; and
d. details of the Regularisation Plan ("Requisite Announcement"), which shall include the timeline for the complete implementation of the Regularisation Plan. This Requisite Announcement must be made by the Company’s Principal Adviser.
2) CONSEQUENCES OF NON-COMPLIANCE WITH THE OBLIGATIONS
An Affected Listed Issuer which fails to comply with the obligation to regularise shall have all its listed securities suspended from trading immediately upon notification by Bursa Securities, and de-listing procedures shall be commenced against such Affected Listed Issuer.
3) STATUS OF REGULARISING ITS FINANCIAL CONDITION
Although Oilcorp does not have a formal regularisation plan at present, it continues to be in negotiation with its lenders and will appoint a Principal Adviser shortly to formulate a regularisation plan. Any progress in this regard will be announced in accordance with the provisions of paragraphs 4.1 (b), © and (e) of PN17.
This announcement is dated 23 September 2009.
Exhibit DListing Circular
LISTING'S CIRCULAR NO. L/Q : 54614 OF 2009
Company Name : OILCORP BERHAD
Stock Name : OILCORP
Date Announced : 24/09/2009
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Subject : OILCORP-NEW ADMISSION INTO PN17
Contents : Kindly refer to the Company's announcement pursuant to Practice Note 17 dated 23 September 2009.
Exhibit EInvestor Alert Announcement
Reference No ZO-090924-33937
Company Name : OILCORP BERHAD
Stock Name : OILCORP
Date Announced : 24/09/2009
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Subject : FINANCIAL CONDITION
Contents : Please refer to the Company's First Announcement in relation to the Practice Note 17.
********************************************************************************
Brief Summary:
Illustration 1
PN 1 issued ---> Solvency Declaration ---> Yes ---> NO PN 17
Illustration 2
PN 1 issued ---> Solvency Declaration ---> NO ---> PN 17 ---> Regularisation Plan
Note:
Skipped Chap 9 on disclosure (listing req).
Added on September 24, 2009, 4:12 pm3# PN 1?What is PN 1?
Introduction:
1. The listed issuer (in this case the Company- includes holding, subsidiaries/associated companies) is required to announce (Chap 9 Disclosure) any material defaults regardless whether its interest or the principal.
2. PN 1 is designed to capture everything under the Sun (layman word) especially pertaining to default.
Content:
The most interesting aspect of PN 1 is probably the
"Solvency Declaration", failing to provide a Solvency Dec would qualify a companies entrance into the prestigious PN 17 club (as the case may be).
What is a Solvent Declaration?
1. A statement by the listed issuer claiming it is solvent.
How to qualify as Solvent - Solvent Dec?
1. the majority of the directors have formed an opinion that the listed issuer is able to pay all debt as and when they fall due within the period of 12 mths from the date of announcement.
2. provide the Exchange within 3 Market Days a Solvent Dec from the announcement date (the assumption is the announcement date is whenever the default occurs, the Company will have to declare under Chap 9- disclosure)
Ok so i have given a solvent Declaration, what next?
1. provide the Exchange on a monthly basis the current status of the Default until remedied.
2. if the solvency dec becomes inaccurate (
)
Added on September 24, 2009, 4:36 pm#4. PN 1 to PN 17Introduction:Illustration A
Chap 9 Disclosure ---> PN 1 ---> Solvency Dec --->PN 17 [para 2.0/2.1(f)] ---> Regularisation Plan
Contents:What is a Regularisation Plan?
1. A PN 17 Company together with its Principal Adviser (undefined - lazy to find sos), will formulate a magic bullet that can cure all diseases/illness of the company.
What does a PN 17 Company need to do under a Regularisation Plan?
Scenario 1
Options:A
12mths from the date of being announced as PN 17 submit regularisatrion Plan to SC - if plan result in significant change in biz direction and policy.
Option: B
12mths from the date of being announced as PN 17 submit reg plan to Exchange - if plan does not rsult in significant change in biz direction & policy
Scenario 2
If Option B is selected, get approval from the Exchange.
If rejected, 1 month to appeal.
Scenario 3
Fails to comply with option A & B - suspend or delisting
Scenario 4
Getting out of PN 17
- implement Reg Plan
- demonstrate to the Exchange why the company should revoke its membership of PN 17
Added on September 24, 2009, 4:44 pm#5. "First Announcement" - PN 17Introduction:
1. 3 days after the expiry of the Solvent Dec submission Deadline and the announcement of the company joining the list of PN 17 companies...
2. The company upon meeting the "Prescribed Criteria" - Para 8.03, initiates the First Announcement.
What is a First Annoucement?
1. Satisfying the Prescribed Criteria - Para 8.03 - similar to what is stated above for Reg Plan Secnario 1 -4
2. tell the Exchange within 3 mths whether the company's Reg Plan will have significant change in biz or policy of the company.
Added on September 24, 2009, 4:44 pm#6. "Monthly Announcement" - PN 17Introduction:
1. Company to provide reg plan status on a month basis until completion of the timeframe.
I.e. say company A target Reg Plan is 1 yr to get out of PN 17, so basically Company A has to submit status of reg plan until completion (its noteworthy as well some companies may not achieve their Reg Plan target as well).
Added on September 24, 2009, 5:15 pm#7. "Requisite Announcement" - PN 17Introduction:First Announcement ---> Monthly Announcement ---> Requisite Announcement
Content:What is a Requisite Announcement?
1. it list out the details of the Reg Plan, timeline and principal adviser.
Anything else?
Before Requisite Announcement is made, the Company has to settle/resolve/compromise, enter into all necessary agreement/arrangements with its creditors/ 3rd parties. Once this groundworks have been finalised, a requisite announcement is made.
This post has been edited by aurora97: Sep 24 2009, 05:43 PM 
Sep 24 2009, 02:36 PM, updated 17y ago
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