• MKT 9.5.4 MKT 9.5.4

    The requirements in this section do not apply to a transaction referred to in Rule 9.5.2(2):

    (1) where the transaction is made in the ordinary course of business;
    (2) where it, or any series of transactions with the same Related Party in any 12 month period, does not exceed 0.25% of the value of the net assets of the Reporting Entity as stated in its most recent financial reports;
    (3) where it is made in accordance with the terms of an Employee Share scheme or other Employee incentive scheme approved by the Board of the Reporting Entity;
    (4) where it involves the issue of new Securities for cash or pursuant to the exercise of conversion or subscription rights attaching to Securities issued to existing Shareholders where the Securities are traded on a Recognised Body or a Regulated Exchange;
    (5) where its terms were agreed before any Person became a Related Party;
    (6) where it involves a grant of credit (including the lending of money or the guaranteeing of a loan) to:
    (a) the Related Party on normal commercial terms;
    (b) a Director of the Reporting Entity or a member of its Group for an amount and on terms no more favourable than those offered to employees of the Group generally; or
    (c) by the Related Party on normal commercial terms and on an unsecured basis;
    (7) where it involves granting an indemnity to or maintaining a Contract of Insurance for a Director of the Reporting Entity or a member of its Group;
    (8) where it involves underwriting by a Related Party of Securities issued by the Reporting Entity or a member of its Group if the consideration to be paid for the underwriting is no more than the usual commercial underwriting consideration and is the same as that to be paid to the other underwriters (if any), except that this exception will not apply if the Related Party is underwriting Securities it is entitled to take up as part of the issuance; or
    (9) where it involves a joint investment arrangement between the Reporting Entity (or a member of its Group) and a Related Party for each to invest in, or provide finance to, another undertaking or asset if:
    (a) the amount contributed by the Related Party is not more than 25% of the amount contributed by the Reporting Entity (or a member of its Group); and
    (b) a Sponsor or, if one has not been appointed, an independent third party has provided a prior written opinion that the terms and circumstances of the contribution of finance by the Reporting Entity (or a member of its Group) are no less favourable than those applying to the contribution of finance by the Related Party.

    • Guidance

      In assessing whether a transaction is in the ordinary course of business, the Reporting Entity shall have regard to the size and incidence of the transaction and also whether the terms and conditions of the transaction are unusual.