Listing mineral companies
Long considered a financial gateway to China, more recently Hong Kong has emerged as a viable market for natural resource sector companies seeking to raise capital in Asia. In June 2010, in an effort to encourage listings by overseas natural resources sector companies, the Hong Kong Stock Exchange (“Exchange”) updated its requirements for listing mineral companies and petroleum companies. The new “Chapter 18” of the Exchange’s Listing Rules (which includes a definition of “Mineral Companies” that incorporates petroleum companies) clarifies the process by which early stage Mineral Companies not yet in production might benefit from a waiver from the Exchange’s standard financial and track record tests. The Exchange has made clear its aim to develop Hong Kong into an international hub for natural resource sector companies. It is expected that an increased concentration of listed natural resource sector companies will lead to increased investor awareness and knowledge about the natural resource sector which in-turn will gradually enhance Hong Kong’s reputation as a natural resources market. Charltons advises listed issuers and prospective listing applicants on:-
- requirements relating to management
- requirements relating to resources and reserves
- requirements relating to control over mining assets
- restructuring and holding structures
- connected transactions
- asset “spin-offs”
- pre-IPO submissions on suitability for listing
- publicity requirements during listing process
- on-going announcement requirements for listed companies
For further information about Charltons’ natural resources practice , experience and transaction highlights please visit our dedicated natural resources law website www.charltonsmining.com.
Financial standard requirements for mineral company listing applicants
A Main Board listing applicant is required under Rule 8.05 of the Main Board Listing Rules to meet one of the following financial standards:
- a profit of not less than HK$20 million in the most recent financial year, and a profit of not less than HK$30 million in aggregate for the 2 financial years before that; and (ii) an expected market capitalisation of at least HK$200 million at the time of listing; or
- a positive cash flow generated from operating activities to be listed of not less than HK$100 million in aggregate for the 3 most recent financial years; (ii) a revenue of not less than HK$500 million for the preceding audited financial year; and (iii) a market capitalisation (at the time of listing) of not less than HK$2 billion; or
- a revenue of not less than HK$500 million for the preceding audited financial year; and (ii) a market capitalisation of not less than HK$4 billion at the time listing.
Rule 18.04 of the Main Board Listing Rules provides that a mineral company which is unable to meet the financial standard requirements under Rule 8.05 can still apply for listing if it can demonstrate to the Exchange that its directors and senior managers, taken together, have sufficient experience relevant to the exploration and/or extraction activity that the mineral company is pursuing. Individuals relied on must have a minimum of 5 years relevant industry experience. A mineral company is required under the Note to Rule 18.04 of the Main Board Listing Rules to demonstrate that its primary activity is exploration for and/or extraction of Natural Resources in order to apply for the waiver from complying with the financial standard requirements.
The Stock Exchange of Hong Kong (the “Exchange”) issued a guidance letter (HKEx-GL22-10) (the “Guidance Letter”) to provide guidance on pre-conditions that the Exchange would expect a mineral company listing applicant to satisfy in order to be granted for a waiver from meeting the financial standard requirements under Rule 8.05.
The Guidance Letter provides that a new applicant mineral company seeking a waiver of Rule 18.04 has to demonstrate that its inability to satisfy the financial standard requirements under Rule 8.05 is due to the fact that throughout the track record period, the new applicant has been in a pre-production, exploration and/or development phase, but not due to economic performance over the track record period. The new applicant should also demonstrate a clear path to commercial production if that has not been started yet.
The Guidance Letter also clarifies that the requirements under the Note to Rule 18.04 that the listing applicant must demonstrate that its primary activity is exploration for and/or extraction of natural resources does not mean that the listing applicant can only have exploration for and/or extraction as its sole activity but should be its main business activity. Charltons has experience with listing mineral companies and other matters within the natural resource sector.