Prior to the inking of the secret MAS – AirAsia share swap and the “Collaborative Frameworks” agreements , both MAS and Tune Air Sdn Bhd did not make any announcement that they were negotiating for the secret MAS – AirAsia share swap. Both the directors of MAS and Tune Air Sdn Bhd’s are duty bound to disclose to Bursa KL about the said negotiations.
Bursa KL’s Disclosure Guide clearly state their duties as follows:
Disclosure Guide Bursa KL Rule 9.03 (2) provides:
“An information is considered material if it is reasonably expected to have a material effect on the –
(a) price,value or market activity of any of its securities; or
(b) investors decision in determining his choice of action.”
Rules 1.11
In making the assessment of whether an event or information is material for the purpose of announcement, it is important for the listed issuer to take into account relevant factors such as the following:
(a) the anticipated impact of the information on the listed issuer’s entire scope of activities; or
(b) the anticipated impact of the information on the listed issuer’s financial position or performance; or
(c) the relevance of the information on the factors that determine the price of the listed securities
Bursa KL has has very wide powers to take actions against both companies under Rule 16.9 (1) (a) as follows:
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issuance a caution letter;
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issuance a private reprimand;
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issuance of public reprimand;
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issuance of a fine not exceeding RM1 million;
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issuance of a letter directing the listed issuer, management company or trustee to rectify the non-compliance, which direction will remain enforce until revoke;
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imposition of one or more condition (s) for compliance;
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non-acceptance of applications or submissions, with or without condition imposed (after consultation with SC);
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imposition of condition (s) on the delivery or settlement of trades entered into in respect of the listed issuer’s securities;
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suspension of trading of the listed securities;
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delisting of a listed issuer or any class of its listed securities;
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mandate education or training program to be undertaken/implemented by the listed issuer for its directors and/or management; or
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any other action which the exchange may deem appropriate.
Bursa KL also has the similar power under Rule 16.9 (1) (b) (c) to take actions against the directors and officers of MAS and Tune Air Sdn Bhd personally.
(b) In relation to the directors, officers of an applicant, Bursa KL has the following power:
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issuance a caution letter;
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issuance a private reprimand;
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issuance of public reprimand;
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issuance of a fine not exceeding RM1 million;
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issuance of a letter directing the listed issuer, management company or trustee to rectify the non-compliance, which direction will remain enforce until revoke;
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imposition of one or more condition (s) for compliance;
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imposition of a moratorium on or prohibition of dealings in the listed issuer’s and/or other listed securities by the relevant directors, officer or other person; or
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any other action which the exchange may deem appropriate.
(c) In relation to the advisers
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issuance a caution letter;
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issuance a private reprimand;
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issuance of public reprimand;
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issuance of a fine not exceeding RM1 million;
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issuance of a letter directing the listed issuer, management company or trustee to rectify the non-compliance, which direction will remain enforce until revoke;
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imposition of one or more condition (s) for compliance;
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non acceptance of applications or submissions or documents made or prepared by hte adviser, with or without conditions imposed (after consultation with the SC); or
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any other action which the exchange may deem appropriate.
In the light of the YAB PM answers to Parliament, lets see what actions Bursa KL is going to take against MAS and Tune Air Sdn Bhd with regards to the non-disclosure committed by both the companies. Read HERE & HERE. Read HERE & HERE, HERE for related articles.
A mere reprimand will not be acceptable in view of the share movements of both MAS and AirAsia during the material time and the arrogance or “tidak apa attitude” of the directors of MAS and Tune Air Sdn Bhd. Bursa KL in co-ordination with SC has all the powers to reverse the secret share swap under the Rules. Leniency on the part of Bursa KL will be seen as condoning the acts of non disclosures by GLCs and public listed companies and it will encourage more of such acts in the future. Further, public confidence in our security market will not be restored by a mere reprimand.
Under the circumstances, the Government must also take drastic actions against Tan Sri Azman Mokhtar as the MD of Khaznah and his former business partner En Mohammed Rashdan Yusof aka Danny for failing in their statutory duties to ensure that MAS do comply with all regulations to protect the image of the Government and the nation. Drastic actions including sacking are in line with the Government Transformation Programe. The Government must walk the talk.
In an interview with AgendaDaily on 13-10-2011, Tan Sri Tony Fernandes has been quoted to have said: “Orang kata itulah linknya macam-macam. Sebenarnya kami tidak dapat apa-apa, apa yang kami perolehi kebanyakkannya di zaman Dr Mahathir dan Datuk Seri Najib, di zaman Pak Lah hanya sedikit.“ Statement of such nature can only damage image of the YAB PM Datuk Seri Najib Tun Razak and the administration of this country. It is hoped that no help will be forthcoming in the investigations by SC and Bursa KL for the unusual movements of MAS andAirAsia share / Insider Trading and non disclosure to KLSE of the secret share swap negotiations. Read HERE for full report of the interview with AgendaDaily.
