Whole Section

  • Part V Exceptions

    • 915

      The following transactions are not required to comply with Rules 905, 906 and 907:—

      (1) A payment of dividends, a subdivision or consolidation of shares, an issue of securities by way of a bonus issue, a preferential offer, or an off-market acquisition of the issuer's shares, made to all shareholders on a pro-rata basis, including the exercise of rights, options or company warrants granted under the preferential offer.
      (2) The grant of options, and the issue of securities pursuant to the exercise of options, under an employees' share option scheme approved by the Exchange.
      (3) A transaction between an entity at risk and an investee company, where the interested person's interest in the investee company, other than that held through the issuer, is less than 5%.
      (4) A transaction in marketable securities carried out in the open market where the counterparty's identity is unknown to the issuer at the time of the transaction.
      (5) A transaction between an entity at risk and an interested person for the provision of goods or services if:—
      (a) the goods or services are sold or rendered based on a fixed or graduated scale, which is publicly quoted; and
      (b) the sale prices are applied consistently to all customers or class of customers.
      Such transactions include telecommunication and postal services, public utility services, and sale of fixed price goods at retail outlets.
      (6) The provision of financial assistance or services by a financial institution that is licensed or approved by the Monetary Authority of Singapore, on normal commercial terms and in the ordinary course of business.
      (7) The receipt of financial assistance or services from a financial institution that is licensed or approved by the Monetary Authority of Singapore, on normal commercial terms and in the ordinary course of business.
      (8) Director's fees and remuneration, and employment remuneration (excluding "golden parachute" payments).
      (9) Insurance coverage and indemnities for directors and chief executive officers against liabilities attaching to them in relation to their duties as officers of the entity at risk, to the extent permitted under the Companies Act, and regardless of whether the entity at risk is subject to the Companies Act.
      (10) Defence funding for directors and chief executive officers of the entity at risk to the extent permitted under sections 163A and 163B of the Companies Act, regardless of whether the entity at risk is subject to the Companies Act, provided that in the case of defence funding permitted under section 163B of the Companies Act, such defence funding is to be repaid upon any action taken by a regulatory authority against him. For this purpose, references to "director" in sections 163A and 163B of the Companies Act shall be read as references to "director or chief executive officer".

      In the case of defence funding under section 163A of the Companies Act, defence funding shall be repaid in accordance with the timeline stipulated in section 163A(2)(b) of the Companies Act.

      Amended on 31 March 201731 March 2017 and 7 February 20207 February 2020.

    • 916

      The following transactions are not required to comply with Rule 906:—

      (1) The entering into, or renewal of a lease or tenancy of real property of not more than 3 years if the terms are supported by a valuation carried out by a property valuer.
      (2) Investment in a joint venture with an interested person if:—
      (a) the risks and rewards are in proportion to the equity of each joint venture partner;
      (b) the issuer confirms by an announcement that its audit committee is of the view that the risks and rewards of the joint venture are in proportion to the equity of each joint venture partner and the terms of the joint venture are not prejudicial to the interests of the issuer and its minority shareholders; and
      (c) the interested person does not have an existing equity interest in the joint venture prior to the participation of the entity at risk in the joint venture.
      (3) The provision of a loan to a joint venture with an interested person if:—
      (a) the loan is extended by all joint venture partners in proportion to their equity and on the same terms;
      (b) the interested person does not have an existing equity interest in the joint venture prior to the participation of the entity at risk in the joint venture; and
      (c) the issuer confirms by an announcement that its audit committee is of the view that:—
      (i) the provision of the loan is not prejudicial to the interests of the issuer and its minority shareholders; and
      (ii) the risks and rewards of the joint venture are in proportion to the equity of each joint venture partner and the terms of the joint venture are not prejudicial to the interests of the issuer and its minority shareholders.
      (4) The award of a contract by way of public tender to an interested person if:—
      (a) the awarder entity at risk announces following information:—
      (i) the prices of all bids submitted;
      (ii) an explanation of the basis for selection of the winning bid; and
      (b) both the listed bidder (or if the bidder is unlisted, its listed parent company) and listed awarder (or if the awarder is unlisted, its listed parent company) have boards, the majority of whose directors are different and are not accustomed to act on the instructions of the interested person or its associates and have audit committees whose members are completely different.
      (5) The receipt of a contract which was awarded by way of public tender, by an interested person if:—
      (a) the bidder entity at risk announces the prices of all bids submitted; and
      (b) both the listed bidder (or if the bidder is unlisted, its listed parent company) and listed awarder (or if the awarder is unlisted, the listed parent company) have boards, the majority of whose directors are different and are not accustomed to act on the instructions of the interested person or its associates and have audit committees whose members are completely different.

      Amended on 12 February 2021.