Rulebooks: Contents

Rulebooks
Mainboard Rules
Catalist Rules
Definitions and Interpretation
Chapter 1 Introduction
Chapter 2 Sponsors
Chapter 3 Disciplinary and Appeals Procedures, and Enforcement Powers of the Exchange
Chapter 4 Equity Securities
Chapter 5 Reserved
Chapter 6 Reserved
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 Transition Rules
Appendices
Appendix 10A Reverse Takeover / Very Substantial Acquisition Listing Confirmation
Practice Notes
Code of Corporate Governance 2012
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
(2 versions)
 
Up to Aug 9 2012Aug 10 2012 onwards

Appendix 10A Reverse Takeover / Very Substantial Acquisition Listing Confirmation

Cross-referenced from Rule 1015(6)

We __________________________ , sponsor of _______________________ (issuer) notify the Exchange that the enlarged group is suitable for continued listing and the following additional securities will be quoted:

____________________________ (details of securities)

Part I Confirmation (Lodgement)

1. We confirm that, to the best of our knowledge and belief, having made reasonable due diligence enquiries and considered all relevant matters under the Rules in relation to this application for listing:
(m) All applicable requirements of the Rules are met (except as waived by the Exchange in writing).
(n) We are satisfied that the enlarged group is suitable for listing on Catalist.
(o) The *very substantial acquisition/reverse takeover circular contains all information required by the relevant laws and regulations.
(p) The very substantial acquisition/reverse takeover circular contains all information necessary to allow shareholders to make a properly informed decision.
(q) There are no other matters known to us that should be taken into account except ____________ (if none, write nil).
(r) No material information has changed from the *very substantial acquisition/reverse takeover circular except ___________ (if no change, write nil. If any changes, identify the attachment with the changes marked.).
(s) The issuer has all the requisite approvals, and is in compliance with all laws and regulations, that materially affect its business operations.
(t) The issuer has established adequate procedures, systems and controls (including accounting and management systems) to meet its obligations under the Rules.
(u) The directors of the issuer have received adequate advice and guidance from us (and other appropriate professional advisers) on their legal and regulatory obligations as an issuer on Catalist.
(v) All documents required by the Rules are included with this listing confirmation.
(w) We complied with the SIBA Due Diligence Guidelines or _____________ (such other satisfactory and no less strict due diligence guidelines or processes).
(x) We are independent from the issuer and are able to demonstrate it to the Exchange, if required.
(y) We hold a full mandate to undertake the relevant sponsorship activities for the issuer for at least three years.
2. In relation to paragraph 1(l) of the above declaration, we disclose the following.
(c) *We/our partners, directors, employees/associates of such partners, directors and employees, either individually or collectively, *have/do not have, or may as a result of the listing or a transaction *have/not have, any interest^ in any class of securities of the listing applicant/ issuer/enlarged group above 5% of the total issued securities. Details of such interest (if any) are as follows: _____________

^ An interest is a direct or indirect interest and includes options or rights to subscribe for securities.
(d) Our *partners, directors, employees/associates of such partners, directors and employees involved in providing advice to the listing applicant/issuer *have/do not have a directorship in the listing applicant/issuer/enlarged group. Details of such directorship (if any) are as follows: _________________

For additional listing of securities:

3. The indicative range of the issue price for the offer is: __________________________
4. We confirm that:
(c) We have given written consent to being named as sponsor in the offer information statement, and a statement of such consent appears in the offer information statement. Where we act as issue manager to the offer of securities, we have given written consent to being named as issue manager in the offer information statement.
(d) Each issue manager and underwriter named in the offer information statement has given his written consent to being named, and a statement of such consent appears in the offer information statement.
(e) Where the offer information statement contains a statement purporting to be made by, or based on a statement made by, an expert, the expert has given his written consent to the issue of such statement, and a statement of his consent appears in the offer information statement.
(f) The written consents referred to in paragraphs 4(a), (b) and (c) above have been lodged with the Exchange.
(g) The offer information statement has been signed in accordance with Regulation 30(4) of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005.
(h) We are satisfied that the securities are suitable for additional listing.
5. This additional listing confirmation is accompanied by:
(a) The listing fee
(b) The information required as follows:
•   For exercise of company warrants/ convertible preference shares — Appendix 8C
•   For convertible loan stocks/ bonds — Appendix 8C
•   For options exercised under an employee share options scheme — Appendix 8C

* Delete where not applicable.

Dated: _________________  
Signed on behalf of sponsor: __________________________________
  (Name and designation of person signing)

Part II Confirmation for Additional Listing (After Allotment)

Please provide the following statements of confirmation where applicable.

1. We confirm that:
(a) The distribution of the applicant's securities after allotment of the additional securities is not expected to result in a disorderly market when trading begins.
(b) The additional securities to be quoted are eligible for deposit with CDP.
(c) All share certificates have been issued and despatched (if applicable).
(d) A copy of the return of allotment has been duly filed with the Accounting and Corporate Regulatory Authority (ACRA).
(e) The new shares *do/do not rank pari passu in all respects with the existing shares of the Company.
(f) The number of shareholders is _____________ and the percentage of issued share capital held in public hands is ________ % (if applicable).
(g) Rules 428 and 429 have been complied with (if applicable).
(h) The following details in respect of moratorium shares are attached to this confirmation:
(iv) the name of the registered shareholder (and beneficial shareholder if different);
(v) the share certificate number and number of shares represented;
(vi) the endorsement on the share certificate.

*Delete where not applicable.

Dated: _________________  
Signed on behalf of sponsor: __________________________________
  (Name and designation of person signing)

Amended on 10 August 2012.