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 Obligation
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
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
Archive
Rule Amendments

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  • Part VI Issue of Company Warrants and Other Convertible Securites

    • 824

      Every issue of company warrants or other convertible securities not covered under a general mandate must be specifically approved by shareholders in general meeting.

    • 825

      In procuring the approval of shareholders in a general meeting, the circular to the shareholders must include the recommendation(s) of the board of directors of the issuer on such an issue of company warrants or convertible securities and the basis for such recommendation(s).

      Amended on 29 September 2011.

    • 826

      When listing company warrants or other convertible securities, the issuer should ensure a sufficient spread of holdings to provide for an orderly market in the securities. As a guide, the Exchange expects at least 100 warrantholders for a class of company warrants.

    • 827

      Company warrants or other convertible securities may be listed only if the underlying securities are (or will become at the same time) one of the following:

      (1) A class of equity securities listed on the Exchange.
      (2) A class of equity securities listed or dealt in on a stock market approved by the Exchange.

    • 828

      Each company warrant must:

      (1) give the registered holder the right to subscribe for or buy one share of the issuer; and
      (2) not be expressed in terms of dollar value.

      Amended on 31 March 2017.

    • 829

      The terms of the issue must provide for:

      (1) adjustment to the exercise or conversion price and, where appropriate, the number of company warrants or other convertible securities, in the event of rights, bonus or other capitalisation issues;
      (2) the expiry of the company warrants or other convertible securities to be announced, and notice of expiry to be sent to all holders of the company warrants or other convertible securities at least 1 month before the expiration date; and
      (3) Any material alteration to the terms of company warrants or other convertible securities after issue to the advantage of the holders of such securities to be approved by shareholders, except where the alterations are made pursuant to the terms of the issue.

    • 830

      An issuer must announce any adjustment made pursuant to Rule 829(1).

    • 831

      An issuer must not:

      (a) extend the exercise period of an existing company warrant;
      (b) issue a new company warrant to replace an existing company warrant;
      (c) change the exercise price of an existing company warrant except where the alterations are made pursuant to the terms of an issue pursuant to Rule 829(1); or
      (d) change the exercise ratio of an existing company warrant.

    • 832

      A circular or notice to be sent to shareholders in connection with a general meeting to approve the issue of company warrants or other convertible securities must include at least the following information:

      (1) The maximum number of the underlying securities which would be issued or transferred on exercise or conversion of the company warrants or other convertible securities.
      (2) The period during which the company warrants or other convertible securities may be exercised and the dates when this right commences and expires.
      (3) The amount payable on the exercise of the company warrants or other convertible securities.
      (4) The arrangements for transfer or transmission of the company warrants or other convertible securities.
      (5) The rights of the holders on the liquidation of the issuer.
      (6) The arrangements for the variation in the subscription or purchase price and in the number of company warrants or other convertible securities in the event of alterations to the share capital of the issuer.
      (7) The rights (if any) of the holders to participate in any distributions and/or offers of further securities made by the issuer.
      (8) A summary of any other material terms of the company warrants or other convertible securities.
      (9) The purpose for and use of proceeds of the issue, including the use of future proceeds arising from the conversion/exercise of the company warrants or other convertible securities.
      (10) The financial effects of the issue to the issuer.

    • 833

      The following additional requirements apply to an offer of company warrants or other convertible securities by way of a rights issue or bought deal:

      (1) The issuer's announcement of the rights issue or bought deal must include either:
      (a) the exercise or conversion price of the company warrants or other convertible securities, or
      (b) a price-fixing formula to determine the exercise or conversion price. The price-fixing formula must not contain any discretionary element and the amount of premium or discount (in relation to the underlying share price) must be specified.
      (2) Where a price-fixing formula is adopted:
      (a) if the issue is not underwritten, the issuer must fix and announce the exercise or conversion price before the close of the offer; or
      (b) if the issue is underwritten, the issuer must fix and announce the exercise or conversion price before the commencement of nil-paid rights trading.
      (3) An offer of company warrants or convertible securities by way of a bought deal must comply with Part V of this Chapter.

    • 834

      For the purpose of this Part, a "bought deal" is an issue of company warrants or other convertible securities to a financial institution which will in turn offer them to the issuer's shareholders on a pro-rata basis, usually in conjunction with a loan facility provided by that financial institution to the issuer.

    • 835

      An issuer making a bonus issue of company warrants must also comply with Rules 836 and 837.