SECURITIES AND EXCHANGE COMMISSION OF SRI LANKA

28 සහ 29 මාර්තු, අයිතිමානු ප්‍රදේශය
වැඩිපුර වෙළඳපොල මධ්‍යස්ථානය
එචෙලෝන් ස්ක්වාර්, කොළඹ 1, ශ්‍රී ලංකාව.

28 පැහැදිලි දැක්වීම් අත්හැරීම් ප්‍රදේශය
විදුහල් ප්‍රදේශය, අංශය 1
අංශය 1

Telephone +94 011 2439144-8/2331013-6
Fax +94 011 2439149/2346940
Website www.sec.gov.lk

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By Hand

23rd August 2013

Ref: SEC/LEG/13/08/38

To: The Colombo Stock Exchange

Directive issued under Section 13 (c) of the Securities and Exchange Commission of Sri Lanka Act No. 36 of 1987 (as amended)

The Securities and Exchange Commission of Sri Lanka (SEC) at its 320th meeting held on 13th August 2013 having revisited the directive bearing reference SEC/LEG/12/03/07 dated 2nd March 2012 decided to modify the restrictions imposed thereof.

Therefore the Colombo Stock Exchange is hereby notified that Section 2 and 3 of the directive SEC/LEG/12/03/07 dated 2nd March 2012 has been modified and the Colombo Stock Exchange is directed to implement the same as additional conditions to the general listing requirements for public companies seeking listings on the Colombo Stock Exchange;

In respect of offers for subscription and offers for sale

To introduce a lock-in period for shares held prior to an Initial Public Offer (IPO) in the following manner;

1. All shares held by Non Public Shareholders prior to 12 months from the date of an Initial Listing Application shall be locked-in for a period of 6 months from the date of listing of the entity.

2. All shares held by Public Shareholders prior to 12 months from the date of an Initial Listing Application shall not be locked-in.

3. All shares acquired by way of a transfer from another shareholder (irrespective of being Non-Public Shareholders or Public Shareholders) during the period of 12 months immediately preceding the date of an Initial Listing Application shall be locked in for a minimum of 6 months from the date of listing or 12 months from the date of acquisition of those shares whichever is longer.

4. All shares acquired by way of an allotment during the period of 12 months immediately preceding the date of an Initial Listing Application shall be dealt with by the discretion vested in the Commission under Section 28A of the Securities and Exchange Commission of Sri Lanka Act No.36 of 1987 where the Commission grants a waiver to an entity in terms of the said provision.

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Continuation Sheet

In respect of listings by way of an offer for sale, where a company makes an application to list, the shareholders considering divesting their shareholding through an Initial Public Offer (IPO) should have held such shares at least for a period of 18 months prior to the date of the Initial Listing Application.

For the purposes of imposition of lock-in periods only;

1. Non-Public Shareholders shall mean the following parties who hold, directly or indirectly, shares of the applicant entity;

   a) its parent, subsidiary or associate companies or any subsidiaries or associates of its parent company;
   b) its directors who are holding office as directors of the entity and their close family members;
   c) Chief Executive Officer, his/her close family members;
   d) Key Management Personnel and their Close Family Members;
   e) any party acting in concert with the parties set out in (a), (b), (c) and (d) above; or
   f) any individual or Company holding jointly or severally 5% or more of the shares of the applicant entity

2. Public Shareholders shall mean any party who hold shares of the applicant entity other than the parties identified as Non-Public Shareholders abovementioned.

3. The date of listing shall be the first date on which shares of an entity is allowed to be traded on the Colombo Stock Exchange.

An entity at the time of making an application for a listing shall be required to make adequate disclosures pertaining to locked-in/ not locked-in shares in the prospectus or any other similar supplementary or replacement document in the format Annexed hereto as Annexure 1 in addition to the conditions already specified by the Listing Rules of the Colombo Stock Exchange and prescribed by the Companies Act No.07 of 2007.

This directive shall be effective from the date hereof and the sections that has not been modified in directive SEC/LEG/12/03/07 dated 2nd March 2012 by this directive shall continue to be in force.

The Commission reserves the right to revisit the restrictions imposed by this directive as and when deemed necessary by the Commission.

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Dhammika Perera
Deputy Director General / Officer-in-Charge
aa/sw

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Continuation Sheet

Annexure 1

Category of shareholders (Pre-Listing)	Locked-in Shares	The months after which shares will be available for trading	No. of shares	Total no. of shares as a percentage of issued capital
Non Public	Locked-in	6th month
Non Public	Locked-in	7th month
Non Public	Locked-in	8th month
Non Public	Locked-in	9th month
Non Public	Locked-in	10th month
Non Public	Locked-in	11th month
Non Public	Locked-in	12th month
Public	Locked-in	6th month
Public	Locked-in	7th month
Public	Locked-in	8th month
Public	Locked-in	9th month
Public	Locked-in	10th month
Public	Locked-in	11th month
Public	Locked-in	12th month
Public	Not Locked-in	Not applicable
Total

The Company hereby confirms that the information furnished herewith shall remain unchanged till the date of listing.