Rulebooks: Contents

Rulebooks
Mainboard Rules
Definitions and Interpretation
Chapter 1 Introduction
Chapter 2 Equity Securities
Chapter 3 Debt Securities
Chapter 4 Investment Funds
Chapter 5 Structured Warrants
Chapter 6 Prospectus, Offering Memorandum and Introductory Document
Chapter 7 Continuing Obligations
Chapter 8 Changes in Capital
Chapter 9 Interested Person Transactions
Chapter 10 Acquisitions and Realisations
Chapter 11 Takeovers
Chapter 12 Circulars, Annual Reports and Electronic Communications
Chapter 13 Trading Halt, Suspension and Delisting
Chapter 14 Disciplinary and Appeals Procedures, and Enforcement Powers of the Exchange
Appendices
Practice Notes
Report of the Committee and Code of Corporate Governance
Catalist Rules
SGX-ST Rules
CDP Clearing Rules
DVP Rules
CDP Depository Rules
Futures Trading Rules
SGX-DC Clearing Rules
SIAC DT Arbitration Rules
SIAC DC Arbitration Rules
Rule Amendments

  Versions
(3 versions)
 

229

The period of moratorium must not be shorter than the following:—

(1) In the case of SGX Mainboard issuers who satisfy the profitability test in Rule 210(2)(a) or (b), the promoters' entire shareholdings at the time of listing for at least 6 months after listing.
(2) In the case of SGX Mainboard issuers who satisfy the market capitalization test in Rule 210(2)(c) or Rule 210(8),or Rule 210(9), the promoters' entire shareholdings at the time of listing for at least 6 months after listing, and at least 50% of original shareholdings (adjusted for any bonus issue or subdivision) for the next 6 months.
(3) In the case of investors each with 5% or more of the issuer's post-invitation issued share capital excluding subsidiary holdings who acquired their securities, and who made payment for their acquisition, less than 12 months prior to the date of the listing application, a proportion of their shareholdings will be subject to moratorium for 6 months after listing computed based on the following cash formula:—



Where

M = the number of shares subject to moratorium;

VCP = the total cash paid for the shares acquired by the investor within the 12 months preceding the date of the listing application;

VIPO = the value of the investor's total shareholdings acquired within 12 months preceding the date of the listing application based on the issue price at the initial public offering, or if there is no initial public offering, the price agreed by the Exchange; and

P = the total number of shares paid for by the investor in the 12 months preceding the date of the listing application.
(4) In the case of investors each with less than 5% of the issuer's post-invitation issued share capital excluding subsidiary holdings who acquired their securities, and who made payment for their acquisition, less than 12 months prior to the date of the listing application, there will be no limitation on the number of shares which may be sold as vendor shares at the time of the initial public offering.

Where the investors have shares remaining unsold at the time of the initial public offering, the proportion of such remaining shares to be subject to a moratorium for 6 months after listing shall be computed based on the following cash formula:—



Where

M = the number of shares subject to moratorium;

VCP = the total cash paid for the shares acquired by the investor within the 12 months preceding the date of the listing application;

VIPO = the value of the investor's total shareholdings acquired within 12 months preceding the date of the listing application based on the issue price at the initial public offering, or if there is no initial public offering, the price agreed by the Exchange; and

P = the total number of shares paid for by the investor in the 12 months preceding the date of the listing application.
(5) In the case of investors who are connected to the issue manager for the initial public offering of the issuer's securities, their shareholdings will be subject to a moratorium for 6 months after listing. For the avoidance of doubt, these investors are prohibited from selling vendor shares at the time of the initial public offering.
(a) Rule 229(5) will not apply if:—
(i) The investor is a fund manager and the funds invested in the issuer are managed on behalf of independent third parties;
(ii) the investor and the issue manager have separate and independent management teams and decisions making structures; and
(iii) proper polices and procedures have been implemented to address any conflict of interest arising between the issue manager and the investor.
The issuer should consult and demonstrate to the Exchange that these conditions have been met, to the satisfaction of the Exchange, for Rule 229(5) not to apply. The Exchange retains the discretion to require compliance with Rule 229(5) where it deems fit.
(6) For the purposes of Rules 229(3), (4) and (5), where an introducer of the issuer, a consultant to the issuer for the initial public offering, or investors who are connected to the issue manager, have an indirect shareholding in the issuer, these investors may be required to comply with the moratorium requirements in Rule 228.

Amended on 27 September 2013 and 31 March 2017.