Rulebooks: Contents

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
Practice Notes
Code of Corporate Governance 2012
Code of Corporate Governance 2018
SGX-ST Rules
CDP Clearing Rules
CDP Settlement Rules
DVP Rules [Entire Rulebook has been deleted]
CDP Depository Rules
Futures Trading Rules
SGX-DC Clearing Rules
SIAC DT Arbitration Rules
SIAC DC Arbitration Rules
Rule Amendments

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  • Part V Rights Issues

    • 814

      Current version: effective from Sep 29 2011 - Feb 6 2020.

      (1) An issuer which intends to make a rights issue must announce (having regard to Rule 704(24)) the issue promptly. The announcement must include the following:
      (a) price, terms and purpose of the issue;
      (b) the amount of proceeds proposed to be raised;
      (c) breakdown of the proposed use of proceeds;
      (d) where the issue is proposed to be used mainly for general working capital purposes, the issuer must provide reasons for such use taking into account its working capital position;
      (e) whether the issuer's directors are of the opinion that, after taking into consideration:
      (i) the present bank facilities, the working capital available to the group is sufficient to meet its present requirements and if so, the directors must provide reasons for the issue; and
      (ii) the present bank facilities and net proceeds of the issue, the working capital available to the group is sufficient to meet its present requirements;
      (f) whether the issue will be underwritten;
      (g) the financial circumstances which call for the issue; and
      (h) whether it has obtained a listing and quotation notice from the Exchange or will be seeking the listing and quotation of the new shares arising from the rights issue.
      In addition, an issuer must observe the disclosure requirements in Appendix 8A.
      (2) If a rights issue involves an issue of convertible securities, the issuer must also comply with Part VI of this Chapter.

      Refer to Appendix 8A — Disclosure Requirements for Rights Issue or Bought Deals.

      (3) In the allotment of any excess rights shares, a confirmation to the sponsor that preference will be given to the rounding of odd lots. Directors and substantial shareholders who have control or influence over the issuer in connection with the day-to-day affairs of the issuer or the terms of the rights issue, or have representation (direct or through a nominee) on the board of the issuer will rank last in priority for the rounding of odd lots and allotment of excess rights shares.

      Amended on 29 September 2011.

    • 815

      Current version: effective up to Feb 6 2020.

      An issuer must announce any significant disbursement of the proceeds raised from the rights issue.

    • 816

      (1) Subject to Rule 816(2), a rights issue must provide for the rights to subscribe for securities to be renounceable in part or in whole in favour of a third party at the option of the entitled shareholders.
      (a) An issuer can undertake non-renounceable rights issues:—
      (i) subject to specific shareholders' approval; or
      (ii) in reliance on the general mandate to issue rights shares in a non-renounceable rights issue if the rights shares are priced at not more than 10% discount to the weighted average price for trades done on the Exchange for the full market day on which the rights issue is announced. If trading in the issuer's shares is not available for a full market day, the weighted average price must be based on the trades done on the preceding market day up to the time the rights issue is announced.
      (b) The non-renounceable rights issue must comply with Part V of Chapter 8 except Rule 816(1).

      Amended on 1 January 2011.

    • 817

      An issuer may make a rights issue with or without underwriting. Generally, it is for the issuer to decide whether its rights issue is to be underwritten.

    • 818

      In the case of a rights issue that is underwritten, any force majeure clause in the underwriting agreement cannot be invoked after the commencement of ex-rights trading.

    • 819

      (1) An issuer must seek the Exchange's prior approval if it decides to proceed with a rights issue without underwriting because the force majeure clause in the underwriting agreement was invoked before commencement of ex-rights trading.
      (2) Upon receipt of the Exchange's approval, the issuer must announce immediately that the rights issue will proceed without underwriting.

    • 820

      The following requirements apply to a rights issue that is not underwritten:

      (1) The rights issue cannot be withdrawn after the commencement of ex-rights trading.
      (2) The Exchange may permit the issuer to scale down a shareholder's application to subscribe for the rights issue to avoid placing the shareholder in the position of incurring a mandatory bid obligation under the Takeover Code as a result of other shareholders not taking up their rights entitlement fully.

    • 821

      Current version: effective up to Feb 6 2020.

      No date must be fixed for the closing of books until the Exchange has issued a listing and quotation notice.

    • 822

      Current version: effective from Sep 29 2011 - Feb 6 2020.

      An issuer must issue the following to persons entitled within 3 market days (within 5 market days in the case of a scrip counter), or such longer period as the Exchange may approve, after a books closure date:

      (1) Letter of Entitlement, if any;
      (2) Application Forms for rights shares and excess right shares ("ARE"). In the case of a rights issue of warrants, warrant and excess warrants application form ("WAF" or "WEWAF");
      (3) Provisional Allotment Letters ("PALs") for shareholders whose names appear on the share register, incorporating item (2) as well as:
      (a) Form of Acceptance;
      (b) Request for Splits;
      (c) Form of Renunciation;
      (d) Form of Nomination;
      (e) Excess Shares Application Form; and
      (4) Such other documents as the Exchange may require.

      Amended on 29 September 2011.

    • 823

      Current version: effective up to Feb 6 2020.

      (1) An issuer making a rights issue must, having regard to Practice Note 8A, provide a proposed time-table to the Exchange showing the following dates:
      (a) books closure date to determine rights entitlement;
      (b) commencement of trading of nil-paid rights;
      (c) last day for exercise and payment of rights; and
      (e) last day for receipt and acceptance of SRAFs.
      (2) An issuer making a rights issue must observe any time-table published by the Exchange.

      Refer to Practice Note 8A — Rights Issue Timetable.