- No listed public company or any public company that has applied to obtain a listing in a licensed stock exchange shall make any issue of securities unless the issue has been approved by the Commission or any person authorized on behalf of the Commission.
- For the purposes of this section, “issue of securities” means-
- in relation to a public company which has applied to obtain a listing, an introduction, an offer for subscription, an offer for sale or any placement of securities on a licensed stock exchange;
- in relation to a listed public company-
- new issues or offer for sale of securities to the public, whether such issues or offers for sale are by way of public issues or otherwise or any placements of securities;
- rights issues of securities;
- bonus issues of securities;
- schemes of arrangements, schemes of reconstruction, take over schemes, share option schemes and acquisition of assets by way of issues of securities.
- Please refer Circular No 16/2008 for the approval criteria with regard to the issuance of unlisted debt securities by listed public companies.
- Please refer Section 2 of the CSE Listing Rules with regard to listing of shares and debentures by listed public companies.
- Please refer Section 5 of the CSE Listing rules with regard to the further issue of securities by listed public companies.
- A Private Placement is an issue of shares to an identified investor/s or category of investors other than by way of a Rights Issue offered pro-rata to existing shareholders or a general offer to the public for subscription.
- The percentage of shares to be issued by a Listed Entity through a private placement shall not exceed 20% of the shares in issue, immediately subsequent to such issue of shares through the private placement. The application of this rule may be waived by the SEC under exceptional circumstances.
- The entity shall not issue shares through a private placement during the 24 month period immediately following such issue of shares. The application of this rule may be waived by the SEC under exceptional circumstances.
- The Entity shall obtain shareholder approval by way of a Special Resolution for the issue of shares through a Private Placement at a General Meeting.
Approvals Under Section 28A of the SEC Act
As per Section 28A of the SEC Act any allotment of shares done by a public company within a period of one year immediately preceding the date of listing will fall within the ambit of Section 28A of the SEC Act. Further, as per the Circular No 01/2011 dated 07th February 2011 and Circular No 03/2011 dated 24th February 2011 shares allotted by a company within a period of one year immediately preceding the date of listing will be locked-in for a period of one year from the date of allotment of such shares.
Approvals – Off the Floor Share Transactions – Section 28(1) of the SEC Act
Approvals for off the floor Share Transactions within the purview of Section 28(1) of the SEC Act states; “No person holding shares in a public company listed in a licensed stock exchange, shall sell such shares except in compliance with the trading procedure adopted by such licensed stock exchange”.
Approvals Under Section 29(A) Of The Sec Act
Issuance of Unlisted Securities by a Listed Public Company or a Public Company that has applied to obtain a Listing
In relation to the issuance of any unlisted securities by a listed public company or a public company that has applied to obtain a listing, a prior approval of the Securities and Exchange Commission of Sri Lanka should be obtained as required by Section 29 (A) of the SEC Act.
Issuance of Listed Securities by a Listed Public Company or a Public Company that has applied to obtain a Listing
In relation to the issuance of any listed securities by a listed public company or a public company that has applied to obtain a listing, the approval will be granted by the CSE
Waiver of Rule 5.4 of The CSE Listing Rules
Issue of Shares by Private Placement