Asia Gaming Brief’s Post

Should a person holding shares as a Nominee of a Promoter be classified as a part of the Promoter/Promoter Group? SEBI has issued informal guidance in the matter of CMS Info Systems Ltd on Nov 08, 2024, regarding the disclosure of shareholding patterns under Regulation 31 of SEBI LODR. Before the IPO, the Company was a 100% subsidiary of Sion Investments Pte. There were six individual shareholders holding one share each on behalf of Sion. In this respect, the necessary declaration was obtained and filed under Section 89 of the Companies Act, 2013. In the Prospectus issued by the Company for its IPO, Sion was designated as the sole Promoter, with the beneficial interest of the Promoter in the nominee’s shareholding outlined as a footnote. However, post-listing, the nominees were classified as part of the Promoters in the shareholding pattern filed with the exchanges. Post-listing, the nominees transferred their registered ownership of the shares to Sion. Now, the question is: should a person holding shares as a nominee for a promoter be classified as a Promoter/Promoter Group? SEBI has clarified that the definition of the terms ‘promoter’ and ‘promoter group’ of a listed entity is provided in Regulations 2(1)(oo) and 2(1)(pp) of the ICDR Regulations. If the nominee shareholders of Sion satisfy the conditions specified in the said regulations, such nominees would form part of the ‘promoter’ or ‘promoter group’ of the listed entity. Nominee shareholders, who are holding shares on behalf of the Promoter, do not enjoy or exercise any control over the affairs of the company directly or indirectly and do not fall within the ambit of the term 'promoter' and 'promoter group.' Further, they are only nominee shareholders, and the benefits arising out of those shares remain with Sion. Hence, nominee shareholders should not have classified as part of the Promoter. The Company should have maintained consistency as disclosed in the prospectus and disclosed those nominee shareholders under the public category. Now, the question is: even for the reclassification of erroneous disclosure as Promoter, does compliance with Regulation 31A become necessary? Yes, SEBI’s reply implies that even for the reclassification of erroneous disclosure, the procedure stipulated under Regulation 31A must be complied with. We Genicon Strategic Advisors specializing in Securities Law and Listing Regulations. For any clarification, please reach out to us. CS Alagar M Bharathi Vijayakumar Saravanan Dhanasekaran CS Ramya Devi Kalpana Mahendran CS Shylaja Ramarathinam CA Varsha Gada Jayanthi Muthaiya Karthik Narayana DHINISHA RAJA Kuhanathan M.S Ramya Natarajan Sakthi Shree Chandra Sekar Amoga Priyan Surya Prakash S Reema Naseer Jayashree Shivani J N Sudhakar deva Rohith B. Bhuvaneswari Ganesamurthy #CompanySecretary #CorporateGovernance #Compliance #SecretarialPractice #GovernanceProfessional #SEBI #SecuritiesLaw #ComplianceMatters #CharteredAccountant

📢 ATTENTION EVERFUEL SHAREHOLDERS 📢 Following the settlement and completion of the unregulated voluntary public tender offer, the Offeror has decided to exercise its rights to initiate and complete a Compulsory Acquisition of the shares in the Company held by the remaining minority shareholders. The Company has been informed that the Offeror holds 90.57% of the shares and the voting rights in Everfuel following settlement of the Offer. On this basis, the Offeror is entitled to, and has resolved to, exercise its right to complete the Compulsory Acquisition of the shares held by the remaining minority shareholders of Everfuel. Accordingly, all remaining minority shareholders of Everfuel are pursuant to the Statutory Notice (link below) for the Compulsory Acquisition formally requested by the Offeror to transfer their shares in Everfuel to the Offeror within a period of four (4) weeks expiring on 18 December 2024 at 23:59 (CET) at a price of NOK 13 per share in Everfuel of a nominal value of DKK 0.01 (the “Redemption Price”), subject to the terms and conditions of the Statutory Notice. Shareholders and prospective shareholders in Everfuel are informed that after expiry of the Compulsory Acquisition Period, the Offeror will, against payment of the aggregate Redemption Price, compulsorily acquire the shares in Everfuel held by the minority shareholders who have not voluntarily transferred their shares to the Offeror prior to the expiry of the Compulsory Acquisition Period, and consequently become the sole shareholder of all issued and outstanding shares in Everfuel. Press release: https://lnkd.in/dF-f495S Notice of Compulsory Acquisition and accompanying Acceptance Form in Danish and English: https://lnkd.in/dCCaSgHE

What is the statutory pre-emption right to new shares ? In Malaysia, the statutory pre-emption right to new shares is governed primarily by the Companies Act 2016. This right allows existing shareholders the opportunity to purchase new shares before the company offers them to the public or other investors. It ensures that existing shareholders can maintain their proportional ownership in the company. Section 85 of the Companies Act 2016 provides that, unless otherwise stated in the company’s constitution, a company offering new shares must offer them to existing shareholders first in proportion to their existing shareholding. This is referred to as the “right of pre-emption.” However, the company’s constitution can modify or disapply this right, and shareholders can also pass a special resolution to waive it. If pre-emption rights are not respected, shareholders may have grounds for legal action to seek remedies such as preventing the issuance of shares or seeking damages. If the company’s constitution does not explicitly exclude or modify the statutory pre-emption rights, the company is required to first offer the new shares to existing shareholders. This offer must be in proportion to their current shareholding, giving them a chance to maintain their percentage of ownership.

Paratus gets new shares approval from CRAN, NCC: CHAMWE KAIRA Paratus Namibia Holdings Limited informed shareholders that it has obtained the necessary regulatory approval from Communications Regulatory Authority of Namibia (CRAN) and the Namibian Competition Commission in order for Paratus Group Holdings Ltd to underwrite the Rights Issue on 20 May. A Rights Issue is when a company offers its existing shareholders the chance to buy additional shares for a reduced price. Usually the discounted price will stand for a specified time frame, after which it is returned to normal. “Pursuant to the announcement of the results of the general meeting of the shareholders released on NENS (Namibia Stock Exchange notice) on Tuesday 26 March 2024, and the circular published on 23 February 2024 shareholders are hereby advised that the company has obtained the necessary regulatory approval from CRAN and the Namibian Competition Commission in order for Paratus Group Holdings Ltd to underwrite the Rights Issue,” the notice said. Paratus said it intends to use of proceeds from the right issue expand its existing offerings by adding mobile connectivity and new core systems which, when coupled with the infrastructure that has already been developed and deployed by Paratus, will allow Paratus to more effectively and efficiently use its existing network to provide for customer needs. “The intended use of proceeds will allow for maximum benefit to be derived from existing networks and infrastructure, while introducing new technologies and services to complement Paratus’ current offerings in order to grow its customer base and revenue generation capabilities,” the notice to shareholders said. Qualifying shareholders will be entitled to subscribe for 50,184,817 Rights Issue Shares. The subscription price will be N$12 per Rights Issue Share. The Paratus Group shall take up a minimum of 22.838 million Rights Issue Shares, by virtue of Paratus Group following their Rights (to the value of N$ 274 million) and up to a maximum of N$ 400 million. Over the last two decades, the Paratus Group has grown into a fully-fledged telecommunications operator with a network spanning the continent, connected to the world. The Paratus Group operates in Angola, Botswana, DRC, Mozambique, Namibia, South Africa, and Zambia. With the ultimate holding company registered in Mauritius. Paratus connects more than 35 African countries through a distributed reseller network across the continent. Paratus Namibia Holdings forms part of the greater Paratus Group, with Paratus Group holding 45.51% interest in Paratus Namibia Holdings.

The 𝗦𝗘𝗕𝗜 issued an interpretive letter to #CMS Info Systems Limited in response to their request for guidance under the SEBI (Informal Guidance) Scheme, 2003. CMS had sought clarification on the categorization of "nominee shareholders" who held shares on behalf of Sion Investments Pte. Ltd., the company's promoter, prior to its listing. 𝗞𝗲𝘆 𝗽𝗼𝗶𝗻𝘁𝘀 𝗳𝗿𝗼𝗺 𝗦𝗘𝗕𝗜'𝘀 𝗿𝗲𝘀𝗽𝗼𝗻𝘀𝗲: 1. 𝗣𝗿𝗼𝗺𝗼𝘁𝗲𝗿 𝗚𝗿𝗼𝘂𝗽 𝗖𝗹𝗮𝘀𝘀𝗶𝗳𝗶𝗰𝗮𝘁𝗶𝗼𝗻: SEBI clarified that nominee shareholders of Sion could be classified as part of the "promoter" or "promoter group" under the SEBI regulations if they meet specific criteria. If so, their names must be disclosed in the company's shareholding pattern. 2. 𝗗𝗶𝘀𝗰𝗹𝗼𝘀𝘂𝗿𝗲 𝗥𝗲𝗾𝘂𝗶𝗿𝗲𝗺𝗲𝗻𝘁𝘀: According to Regulation 31 of the LODR Regulations, any such nominee shareholders must be shown in the "promoter and promoter group" category in CMS’s shareholding pattern until formally reclassified. 3. 𝗥𝗲𝗰𝗹𝗮𝘀𝘀𝗶𝗳𝗶𝗰𝗮𝘁𝗶𝗼𝗻 𝗣𝗿𝗼𝗰𝗲𝘀𝘀: SEBI specified that for nominee shareholders to move out of the "promoter group" category, CMS must comply with the procedure outlined in Regulation 31A of the LODR Regulations.

𝗖𝗵𝗲𝗰𝗸 𝗣𝗿𝗲-𝗲𝗺𝗽𝘁𝗶𝘃𝗲 𝗥𝗶𝗴𝗵𝘁𝘀 𝗳𝗼𝗿 𝗦𝗵𝗮𝗿𝗲 𝗧𝗿𝗮𝗻𝘀𝗳𝗲𝗿 𝗼𝗿 𝗦𝘂𝗯𝘀𝗰𝗿𝗶𝗽𝘁𝗶𝗼𝗻 Before subscribing to or acquiring shares in a company, check for pre-emptive rights of existing shareholders over the shares in the company. This involves reviewing the company’s constitution (if the company has adopted one) and any shareholders’ agreement. In Malaysia, the constitution of a company may be extracted from the records of the CCM if the company has filed it accordingly. However, it should be noted that the copy extracted from the CCM may not be latest constitution adopted by the company. Therefore, it is prudent to get a copy of the latest constitution directly from the company. Section 85 of the Companies Act 2016 of Malaysia provides that, subject to constitution of the company, shareholders have pre-emptive rights to subscribe to new shares allotted by the company. Section 85 should be read together with the provisions in the constitution and shareholders’ agreement to determine whether the existing shareholders have the following pre-emptive rights: (a)         pre-emptive rights over new shares to be issued the company; or (b)         pre-emptive rights if a shareholder wants to dispose its shares. If there are such pre-emptive rights in the case of disposal of shares, consider the relationship between the seller shareholder and other current shareholders. Will the other shareholders waive their pre-emptive rights voluntarily or after the procedure under any shareholders' agreement has been complied with? The transaction agreement should include a representation or condition ensuring that all shareholders have waived these rights. #malaysiancorporatelawyer

Recently, the Court of Appeal in Ong Kwee Lee v Able Perfect Sdn Bhd, examined the question whether one could claim to be the beneficial owner of shares purchased but not fully paid?. The court found in favour of the appellant pursuant to a trust deed created between him and the registered owner of the shares.   This alert by our associate Keh Yin Chong discusses this recent ruling and the facts surrounding the case. Read more: https://lnkd.in/gwMrEsaS #RDS #ImaginingLegalSolutions

🌟 𝐃𝐲𝐧𝐚-𝐌𝐚𝐜 𝐇𝐨𝐥𝐝𝐢𝐧𝐠𝐬 𝐀𝐆𝐌 2024 𝐑𝐞𝐜𝐚𝐩 ✨🏆🌟 Dyna-Mac Holdings conducted its Annual General Meeting on 25 April 2024, where several ordinary resolutions were passed through poll votes. 𝐎𝐫𝐝𝐢𝐧𝐚𝐫𝐲 𝐑𝐞𝐬𝐨𝐥𝐮𝐭𝐢𝐨𝐧𝐬: - Approval of a tax-exempt dividend of S$0.83 per ordinary share for FY2023. - Re-election of board directors. - Approval of directors' fees. - Re-appointment of Messrs Ernst & Young LLP as auditors. - Authority to issue shares pursuant to Section 161 of the Companies Act 1967 - Authority to grant options to issue shares under Dyna-Mac Share Option Scheme 2021 - Authority to grant awards to issue shares under Dyna-Mac Share Award Scheme 2021 - Authority to renew the mandate of Interested Person Transactions - Proposed Adoption of the Share Purchase Mandate 𝙍𝙚𝙖𝙙 𝙢𝙤𝙧𝙚: AGM Results🔗https://buff.ly/3UhTGoI #Dyna-Mac #AGM #Resolutions #Highlights #Agenda #GEMDigitalMedia

Avantax has acquired the assets of Sweeney Kovar, LLP, a wealth management and accounting firm affiliated with Avantax for nearly 25 years. Read more in our press release here: https://lnkd.in/ggU5KnVb #WealthManagement #AvantaxCommunity #AvantaxIntelligent

🍾Looking forward to 2025!🥂 It was rewarding for the Van Doorne team to be involved in a wide range of cases in relation to hardcore competition, competition litigation, FSR, and FDI. Some highlights: 👉 Led global merger control filings for EasyPark Group’s acquisition of Flowbird, working closely with local counsels across multiple jurisdictions. 👉 Secured another victory for Nimbus hands-on investors/Meneba on appeal in an exceptional parental liability case. 👉 Ensured adoption of commitments by the ACM for Live Nation Entertainment/Ticketmaster, closing the abuse of dominance investigation without an infringement finding. 👉 Obtained FDI clearances in multiple sectors, including that of semiconductors and business campuses. 👉 Led the defence in a novel competition law case under the Dutch regime relating to class actions. 👉 Handled numerous state aid and FSR matters, underlining the increasing importance of these regimes in shaping the future of European industries. I would like to thank our clients and colleagues for their trust and collaboration! In 2025, new challenges and opportunities await. The new European Commission with a new agenda and the complex geopolitical developments herald changes: more flexible merger control, stricter controls of foreign direct investment and distortions to competition as a result of foreign subsidies, ex ante control of competition in digital markets. Van Doorne remains committed to providing guidance and tailored solutions in these evolving landscapes. Here’s to another year of impactful work, strong partnerships, and exciting opportunities!🚀 #OneFirm #ExcitingWork #VanDoorne