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
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 II Definitions

    • 904

      For the purposes of this Chapter, the following definitions apply:—

      (1) "approved exchange" means a stock exchange that has rules which safeguard the interests of shareholders against interested person transactions according to similar principles to this Chapter.
      (2) "entity at risk" means:
      (a) the issuer;
      (b) a subsidiary of the issuer that is not listed on the Exchange or an approved exchange; or
      (c) an associated company of the issuer that is not listed on the Exchange or an approved exchange, provided that the listed group, or the listed group and its interested person(s), has control over the associated company.
      (3) "financial assistance" includes:
      (a) the lending or borrowing of money, the guaranteeing or providing security for a debt incurred or the indemnifying of a guarantor for guaranteeing or providing security; and
      (b) the forgiving of a debt, the releasing of or neglect in enforcing an obligation of another, or the assuming of the obligations of another.
      (4)
      (a) In the case of a company, "interested person" means:—
      (i) a director, chief executive officer, or controlling shareholder of the issuer; or
      (ii) an associate of any such director, chief executive officer, or controlling shareholder.
      (b) In the case of a REIT, "interested person" shall have the meaning defined in the Code on Collective Investment Schemes issued by the MAS.
      (c) In the case of a business trust, "interested person" means:—
      (i) a director, chief executive officer, or controlling shareholder of the trustee-manager of the business trust;
      (ii) the trustee-manager or controlling unitholder of the business trust; or
      (iii) an associate of any of the persons or entities in (i) or (ii) above.
      (d) In the case of an investment fund which is not a REIT or business trust, "interested person" means:—
      (i) a director, chief executive officer or controlling shareholder of the investment manager(s) (or any equivalent) of the investment fund;
      (ii) the investment manager(s) (or any equivalent), the trustee or controlling unitholder of the investment fund; or
      (iii) any associate of any of the persons or entities in (i) or (ii) above.
      (5) "interested person transaction" means a transaction between an entity at risk and an interested person.
      (6) "transaction" includes:—
      (a) the provision or receipt of financial assistance;
      (b) the acquisition, disposal or leasing of assets;
      (c) the provision or receipt of services;
      (d) the issuance or subscription of securities;
      (e) the granting of or being granted options; and
      (f) the establishment of joint ventures or joint investments;
      whether or not in the ordinary course of business, and whether or not entered into directly or indirectly (for example, through one or more interposed entities).
      (7) “defence funding” means:
      (a) The provision of a loan to a director or a chief executive officer of an entity at risk to meet expenditure incurred or to be incurred:
      (i) in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by that person in relation to the entity at risk; or
      (ii) in connection with an application for relief; or
      (iii) in defending himself in an investigation by a regulatory authority or against any action proposed to be taken by a regulatory authority, in connection with any alleged negligence, default, breach of duty or breach of trust in relation to the entity at risk; or
      (b) any action to enable such director or chief executive officer to avoid incurring such expenditure.

      Amended on 31 March 2017.