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
Archive
Rule Amendments

  Versions
(3 versions)
 

610

The following additional information should be provided in the prospectus, offering memorandum, introductory document and shareholders' circular:—

(1) A statement to appear prominently on the cover page of the document that an application has been made to Singapore Exchange Securities Trading Limited ("SGX-ST") for permission to list all the securities of the issuer already issued as well as those securities which are the subject of this issue. Such permission will be granted when the issuer has been admitted to the Official List. Acceptance of applications will be conditional upon issue of the securities and upon permission being granted to list all the issued securities of the issuer. Monies paid in respect of any application accepted will be returned if the said permission is not granted;
(2) A statement that Singapore Exchange Securities Trading Limited ("SGX-ST") assumes no responsibility for the correctness of any of the statements or opinions made or reports contained in this document. Admission to the Official List is not to be taken as an indication of the merits of the issuer or of the securities;
(3) A statement by the directors and vendors (where the issue involves the sale of vendor shares) in the form set out in Practice Note 12.1.
(4) In the case of an introductory document or an offering memorandum, a statement as required in paragraph 3(d) of Appendix 8.2; and
(5) An opinion of the board, with the concurrence of the audit committee on the adequacy of the internal controls, addressing financial, operational and compliance risks.
(6) A statement by the issuer's audit committee that, after making all reasonable enquiries, and to the best of their knowledge and belief, nothing has come to the attention of the audit committee members to cause them to believe that the person appointed as the chief financial officer (or its equivalent rank) does not have the competence, character and integrity expected of a chief financial officer (or its equivalent rank) of a listed issuer.
(7) Where as required by any relevant law applicable to the issuer and/or any of its principal subsidiaries, any legal representative(s) (or person(s) of equivalent authority, however described) has been appointed or designated with sole powers to represent, exercise rights on behalf of, and enter into binding obligations on behalf of, the issuer or that principal subsidiary:
(a) Identity of the legal representative(s) (or person(s) of equivalent authority);
(b) Powers and responsibilities of the legal representative(s) (or person(s) of equivalent authority);
(c) Any risks in relation to the appointment, including concentration of authority and impediments to their removal; and
(d) A description of the processes and procedures put in place to mitigate the risks in relation to the appointment and an opinion by the board on the adequacy of these processes and procedures.
(8) A statement by the issuer whether any of the independent directors of the issuer sits on the board of its principal subsidiaries that are based in jurisdictions other than Singapore.
(9) In the case of debt securities, the following information must also be provided:—
(a) Principal terms and conditions of issue to be publicly offered, including issue price, redemption price, form, rate of interest, guarantees constituted in favour of holders of debt securities and maturity date;
(b) Financial covenants of the issuer, including those concerning capital increases (in the case of convertible debt securities issues) and issues of other forms or series of debt securities;
(c) Definition of events constituting defaults and effect upon acceleration of maturity of debt securities;
(d) Provisions for modifications of terms and conditions of debt securities to be publicly offered; and
(e) Name and provisions concerning functions, rights and obligations of representative of debt securities holders.
(10) In the case of a dual class share structure, the following information must also be prominently provided:—
(a) A statement on the cover page of the document that the issuer is a company with a dual class share structure;
(b) Details of the dual class share structure and its associated risks;
(c) The rationale for adopting the dual class share structure;
(d) Matters that are subject to the enhanced voting process and the implications to holders of ordinary voting shares;
(e) Key provisions of the Articles of Association or other constituent documents relating to the dual class share structure; and
(f) The following details for each holder of multiple voting shares:
Name of
shareholder
Number of
multiple
voting
shares
Total voting
rights of
multiple
voting
shares
Number of
ordinary
voting
shares
Total voting
rights of
ordinary
voting
shares
Total voting
rights of
both
multiple
voting
shares and
ordinary
voting
shares

Amended on 29 September 2011 and 26 June 2018.