Bursa Malaysia Securities Berhad [Registration No.: 200301033577 (635998-W)] (“Bursa Malaysia Securities”) has publicly reprimanded Solar District Cooling Group Berhad ("SDCG”) for breaching Rule 3.10(1) of the Bursa Malaysia Securities ACE Market Listing Requirements (“ACE LR”) where SDCG’s public shareholding spread (“PSS”) was only 24.75% at the point of SDCG’s listing on the ACE Market on 19 September 2024.
Pursuant to Rule 3.10(1) of the ACE LR, an applicant seeking admission to the Official List must have at least 25% of the total number of shares for which listing is sought in the hands of a minimum number of 200 public shareholders holding not less than 100 shares each (“PSS Requirement”).
The findings of breach and imposition of the public reprimand on SDCG was made pursuant to Rule 16.19(1) of the ACE LR upon completion of due process after taking into consideration all facts and circumstances of the matter including the materiality of the breach, knowledge, and conduct of the company.
Bursa Malaysia Securities views the breach seriously as PSS Requirement was fundamental to ensure there was sufficient market liquidity and free float towards facilitating an orderly and fair trading of the shares.
While Bursa Malaysia Securities had not found any of SDCG’s directors to have caused or permitted the breach by the company, Bursa Malaysia Securities has reminded SDCG and its Board of Directors of their responsibility to maintain appropriate standards of corporate responsibility and accountability to its shareholders and the investing public and ensure compliance of the ACE LR. The Board of Directors of SDCG at the material time of the breach were as follows:-
- Kong Kam Onn
- Liuk Ing Hong
- Ir. Dr. Khairul Azmy Bin Kamaluddin
- YM Raja Nor Azlina Binti Raja Azhar
- Wong Poh May
- Wong Keng Fai
BACKGROUND
As at the point of SDCG’s listing on the ACE Market on 19 September 2024, SDCG’s PSS was at 24.75%, in contravention of the PSS Requirement.
The non-compliance of the PSS Requirement arose from SDCG’s instruction to reallocate additional pink form shares to a director of a wholly owned subsidiary of SDCG (“Director”) who was not considered a ‘public’ shareholder in accordance with the ACE LR and deviated from the list of allocation of the pink form shares approved by SDCG’s Board of Directors on 2 August 2024 (“Approved Pink Form List”). SDCG had only complied with the PSS Requirement after SDCG’s listing i.e. at the close of business on 19 September 2024, following the disposal of the Director’s shares in the open market.
Notwithstanding that the shortfall in SDCG’s PSS was rectified at the close of business on the day of SDCG’s listing, all applicants seeking admission to the Official List must ensure compliance with the PSS Requirement as it is a fundamental precondition for listing. In this regard, SDCG was aware of the PSS Requirement and had been specifically advised that all directors must refrain from applying for additional shares beyond those allocated under the Approved Pink Form List which would result in shortfall of the PSS. Despite this, the Company proceeded with the reallocation of additional shares to the Director without notifying its adviser.
