Chandra Jayaratne, a whistleblower request the market regulator to take steps to publish critical information of mergers and acquisitions conducted by listed firms during the last seven years for the benefit of market stakeholders.
He has made this request in a letter sent to the Deputy Director General of the Securities and Exchange Commission.
“I seek professional intervention and due facilitation, in the due discharge of public accountability of yourself and your colleagues copied in on this mail, in the publication of the under noted critical market information essential for good governance led capital market development, surveillance and effective enforcement,” Jayaratne said in his letter, which we have reproduced below.
“Some listed firms once undergoes a merger or acquisition changes its policies and dividend structures etc. which affects specially the minority shareholders,” Jayaratne told News360.lk.
“If they publish these information, the shareholders can make their own judgement,” he added.
Below we reproduce the letter sent by Chandra Jayaratne to Securities and Exhchage Commission of Sri Lanka
16th February 2014
Officer-in-Charge / Deputy Director General,
Securities and Exchange Commission of Sri Lanka,
Level 28 and 29, East Tower,
World Trade Centre,
Echelon Square,
Colombo 01.
Dear Sir,
Seeking Public Disclosure of Critical Information for Good Governance Assurance by Listed Companies
I seek professional intervention and due facilitation, in the due discharge of public accountability of yourself and your colleagues copied in on this mail, in the publication of the under noted critical market information essential for good governance led capital market development, surveillance and effective enforcement:
1. Details of all key mergers and acquisitions by listed companies of other listed and unlisted business entities over the last 7 years, where the value of the entities subject to merger and acquisition exceeded 5% of the net asset value of the acquiring listed entity, detailing the following;
a. Names of the listed entity making the acquisition or merger
b. Name of the entity acquired or merged
c. Date of Acquisition or merger
d. Whether the entity subject to acquisition or merger was a related party, associate or subsidiary company of the listed entity
e. Whether there were common directors in the acquiring company and the acquired or merged entities at the time of merger or acquisition and if so the names of these common directors
f. Whether there were any common shareholders with voting share ownership in excess of 5% of the voting shares in the acquiring company and the entity that it acquired or merged with
2. Details of all listed companies, where over the last 7 years, the effective controlling shareholding changed or where on the exceeding of 30% shareholding by related parties led to the trigger requirement for a mandatory offer was activated , detailing
a. Names of the listed entities covered
b. Names of the parties acquiring the controlling interest
c. Directors of the listed Companies concerned at the time of the trigger or controlling interest change
d. Names of Directors after the controlling shareholding or mandatory offer shareholding became effective
e. Whether the average annual earnings per share of the entities subject to controlling shareholding change, declined in excess of 15 % post such change as compared with the period three years prior to such change
f. Whether the average annual dividends per share of the entities subject to controlling shareholding change, declined in excess of 15 % post such change as compared with the period three years prior to such change
I trust that you will no doubt agree that the above disclosures will be of significant benefit to investors, market analysts and market intermediaries and therefore I believe that you will take due steps to make such public disclosure at your earliest convenience.
www.news360.lk
He has made this request in a letter sent to the Deputy Director General of the Securities and Exchange Commission.
“I seek professional intervention and due facilitation, in the due discharge of public accountability of yourself and your colleagues copied in on this mail, in the publication of the under noted critical market information essential for good governance led capital market development, surveillance and effective enforcement,” Jayaratne said in his letter, which we have reproduced below.
“Some listed firms once undergoes a merger or acquisition changes its policies and dividend structures etc. which affects specially the minority shareholders,” Jayaratne told News360.lk.
“If they publish these information, the shareholders can make their own judgement,” he added.
Below we reproduce the letter sent by Chandra Jayaratne to Securities and Exhchage Commission of Sri Lanka
16th February 2014
Officer-in-Charge / Deputy Director General,
Securities and Exchange Commission of Sri Lanka,
Level 28 and 29, East Tower,
World Trade Centre,
Echelon Square,
Colombo 01.
Dear Sir,
Seeking Public Disclosure of Critical Information for Good Governance Assurance by Listed Companies
I seek professional intervention and due facilitation, in the due discharge of public accountability of yourself and your colleagues copied in on this mail, in the publication of the under noted critical market information essential for good governance led capital market development, surveillance and effective enforcement:
1. Details of all key mergers and acquisitions by listed companies of other listed and unlisted business entities over the last 7 years, where the value of the entities subject to merger and acquisition exceeded 5% of the net asset value of the acquiring listed entity, detailing the following;
a. Names of the listed entity making the acquisition or merger
b. Name of the entity acquired or merged
c. Date of Acquisition or merger
d. Whether the entity subject to acquisition or merger was a related party, associate or subsidiary company of the listed entity
e. Whether there were common directors in the acquiring company and the acquired or merged entities at the time of merger or acquisition and if so the names of these common directors
f. Whether there were any common shareholders with voting share ownership in excess of 5% of the voting shares in the acquiring company and the entity that it acquired or merged with
2. Details of all listed companies, where over the last 7 years, the effective controlling shareholding changed or where on the exceeding of 30% shareholding by related parties led to the trigger requirement for a mandatory offer was activated , detailing
a. Names of the listed entities covered
b. Names of the parties acquiring the controlling interest
c. Directors of the listed Companies concerned at the time of the trigger or controlling interest change
d. Names of Directors after the controlling shareholding or mandatory offer shareholding became effective
e. Whether the average annual earnings per share of the entities subject to controlling shareholding change, declined in excess of 15 % post such change as compared with the period three years prior to such change
f. Whether the average annual dividends per share of the entities subject to controlling shareholding change, declined in excess of 15 % post such change as compared with the period three years prior to such change
I trust that you will no doubt agree that the above disclosures will be of significant benefit to investors, market analysts and market intermediaries and therefore I believe that you will take due steps to make such public disclosure at your earliest convenience.
www.news360.lk
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