Definitions and Interpretation
Past version: Effective up to 31 Jan 2011
The following terms, unless the context requires otherwise, have the following meanings:
A B C D E F G H I J K L M N O P Q R S T U V W X Y Z
| Term | Meaning |
| A | |
| "admission" | admission of securities to the Official List of the Exchange |
| "annual accounts" | the financial statements for the financial year in question, including the balance sheet, the profit and loss accounts, and the notes to the accounts |
| "Appeals Committee" | the Appeals Committee referred to in Chapter 3 |
| "associate" |
(a) in relation to any director, chief executive officer, substantial shareholder or controlling shareholder (being an individual) means:
(i) his immediate family;
(ii) the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and
(iii) any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more
(b) in relation to a substantial shareholder or a controlling shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more
|
| "associated company" | a company in which at least 20% but not more than 50% of its shares are held by the listed company or group |
| "Authority" | the Monetary Authority of Singapore or any other authority named as such under the Securities and Futures Act |
| B | |
| "Best Practices Guide" | best practices guide issued from time to time by the Exchange under and pursuant to Rule 108, as from time to time amended, modified or supplemented |
| "books closure date" | the date fixed by an issuer for the purpose of determining entitlements to dividends or other distributions or rights of holders of its securities |
| "borrowing company" | means a company that is or will be under a liability (whether or not such liability is present or future) to repay any money received or to be received by it in response to an invitation to the public to subscribe for or purchase debt securities of the company |
| C | |
| "CDP" or "Depository" | The Central Depository (Pte) Limited |
| "capital" | share capital including preference shares |
| "class" | equity securities or debt securities, the rights of which are identical (and in addition, for debt securities, which form a single issue or series). For this purpose a temporary difference, such as for the next dividend payment, is ignored |
| "chief executive officer" | the most senior executive officer who is responsible under the immediate authority of the board of directors for the conduct of the business of the issuer |
| "circular" | a document issued to holders of listed securities in connection with seeking the holders' approval, excluding notices of meeting, annual reports and accounts, interim accounts and proxy forms |
| "Code" | the Code of Corporate Governance issued by the Committee on Corporate Governance on 4 April 2001, as from time to time amended, modified or supplemented |
| "Companies Act" | the Companies Act (Chapter 50) of Singapore and any statutory modification or re-enactment thereof |
| "company warrants" | equity securities carrying rights to subscribe for or purchase shares from the issuer |
| "conflicts of interest" | situations as described in Rule 417 of this Manual |
| "connected persons" | in relation to a company means a director, chief executive officer or substantial shareholder or controlling shareholder of the company or any of its subsidiaries or an associate of any of them |
| "continuing activities" | the activities set out in Rule 226 which are undertaken by a sponsor in advising an issuer on compliance with the continuing obligations under the Rules |
| "continuing sponsor" | a sponsor who is authorised by the Exchange to conduct continuing activities |
| "control" | the capacity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of a company |
| "controlling interest" | the interest of the controlling shareholder(s) |
| "controlling shareholder" |
a person who:
(a) holds directly or indirectly 15% or more of the nominal amount of all voting shares in the company. The Exchange may determine that a person who satisfies this paragraph is not a controlling shareholder; or
(b) in fact exercises control over a company
|
| "convertible debt securities" | debt securities convertible into or exchangeable for equity securities, and debt securities with non-detachable options, warrants or similar rights to subscribe for or purchase equity securities attached |
| "convertible equity securities" | units of shares including, but not limited to, options, warrants, or other transferable rights to subscribe for or purchase shares |
| "convertible securities" | convertible equity securities or convertible debt securities |
| "corporate finance advisory work" |
providing advice:
(a) to any person concerning compliance with laws or regulatory requirements (including the listing rules of the Exchange) relating to the raising of funds; or
(b) to a person making an offer to:
(i) subscribe for or purchase securities; or
(ii) to sell or dispose of securities
concerning that offer; or
(c) concerning the arrangement, reconstruction or takeover of a corporation or any of its assets or liabilities; or
(d) concerning the takeover of a business trust or any of its assets or liabilities held by the trustee manager on behalf of the business trust
|
| D | |
| "debt securities" | debentures, units of debentures, and securities (other than equity securities) classified by the Exchange as debt securities |
| "Disciplinary Committee" | the Disciplinary Committee referred to in Chapter 3 |
| E | |
| "equity securities" | shares (including preference shares) and convertible equity securities, and securities (other than debt securities) classified by the Exchange as equity securities |
| "executive officers" | the management team of a company excluding its directors |
| "existing issuer" | an issuer on the SGX Sesdaq market at the date of the introduction of the Rules |
| F | |
| "financial year" | in relation to any company, means the period in respect of which any profit and loss accounts of the corporation laid before it in general meeting is made up, whether that period is a year or not |
| "foreign issuer" | an issuer incorporated or otherwise established outside Singapore |
| "Former Sesdaq Rules" | the Main Board Listing Rules applicable to Sesdaq companies immediately before the introduction of the Catalist Rules, as amended from time to time |
| "full sponsor" | a sponsor who is authorised by the Exchange to conduct introducing activities, whether or not it also conducts continuing activities |
| G | |
| "group" | unless specifically defined elsewhere, the issuer and its subsidiaries, if any (and the guarantor company, if any) |
| "guarantor company" | in relation to a borrowing company, means a company that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by the borrowing company in response to an invitation to the public to subscribe for or purchase debt securities of the borrowing company |
| I | |
| "immediate family" | in relation to a person, means the person's spouse, child, adopted child, step-child, sibling and parent |
| "introducing activities" | the activities set out in Rule 225 undertaken by a sponsor in preparing a listing applicant for admission or advising an issuer in a very substantial acquisition or reverse takeover |
| L | |
| "listed" | admitted to the Official List of the Exchange and not removed |
| "listing applicant" or "issuer" | a company or other legal person or undertaking, some or all of whose securities are the subject of an application for listing, or have been admitted to listing, on Catalist |
| "listing confirmation" | the listing confirmation set out in Appendix 4B |
| "Listing Manual" | the provisions of Sections A and B of this Manual (excluding the Best Practices Guide, the Code and the Practice Notes) as from time to time amended, modified or supplemented |
| M | |
| "Main Board Listing Rules" | the SGX-ST listing rules for the SGX Main Board |
| "managerial position" | means a position equivalent to, or more senior than, the head of a department or division (whether organized by function, product or territory) |
| "market" | refers to a market as contemplated under the SFA that is operated by the Exchange |
| "market day" | a day on which the Exchange is open for securities trading |
| "member company" | an entity that has been approved as a Clearing Member Company or a Non-Clearing Member Company of SGX-ST in accordance with the rules of SGX-ST, as in effect from time to time |
| O | |
| "OFR Guide" | Guide for the operating and financial review issued by the Council on Corporate Disclosure and Governance |
| "offer document" | the document referred to in Rule 407 |
| offer information statement | an offer information statement as defined in Rule 865 (where lodged with the Exchange), or as defined in the SFA (where lodged with the Authority) |
| "Official List" | the list of issuers maintained by the Exchange in relation to Catalist |
| P | |
| "Practice Notes" | the practice notes issued by the Exchange from time to time under and pursuant to Rule 108, as may be amended, modified or supplemented from time to time |
| "preliminary offer document" | an offer document that does not contain the information set out in the Second Schedule, Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005 |
| "principal subsidiary" | a subsidiary whose latest audited consolidated pre-tax profits (excluding the minority interest relating to that subsidiary) as compared with the latest audited consolidated pre-tax profits of the group (excluding the minority interest relating to that subsidiary) accounts for 20% or more of such pre-tax profits of the group. In determining profits, exceptional and extraordinary items are to be excluded |
| "prominently" | in print, no smaller than the main text of the document, and positioned on the front cover |
| "promoters" |
(a) controlling shareholders and their associates; and
(b) executive directors with an interest in 5% or more of the issued share capital at the time of listing.
|
| "public" |
persons other than:
(a) directors, chief executive officer, substantial shareholders, or controlling shareholders of the issuer and its subsidiary companies; and
(b) associates of the persons in paragraph (a)
|
| R | |
| "registration notice" | the notice issued by the Exchange upon the registration of an offer document under section 240(1)(a)(iii) of the SFA by the Exchange acting as agent of MAS |
| "relative" |
(a) a person's immediate family; and
(b) in relation to the persons in paragraph (a), means that person's spouse, child, adopted child, step-child, sibling, or parent
|
| "Rule" or "the Rules" | any or all of the rules in Section B of the Listing Manual, as the case may be |
| S | |
| "SFA" | the Securities and Futures Act (Chapter 289) of Singapore and any statutory modification or re-enactment thereof |
| "SGX-ST" or "the Exchange" | Singapore Exchange Securities Trading Limited |
| "SGX Main Board" | SGX-ST Main Board |
| "SGXNET" | the Exchange's network, a system network used by listed companies in sending information and announcements to the Exchange or any other system networks prescribed by the Exchange |
| "SIBA Due Diligence Guidelines" | the "Guidelines on Due Diligence in the Context of an Initial Public Offering in Singapore" issued by the Singapore Investment Banking Association |
| "scripless system" | system under which trading of securities is settled on a book-entry basis |
| "scrip counters" | issuers whose transactions in their securities are settled by physical delivery of the certificates relating to such securities |
| "securities" | debt securities, equity securities and investment funds |
| "securities account" | the securities account maintained by a depositor with CDP |
| "sponsor" | a full sponsor or continuing sponsor |
| T | |
| "Takeover Code" | The Singapore Code on Take-overs and Mergers |
| "treasury shares" | shares as defined in the Companies Act or any other statutory modification thereof. For the purpose of the Rules, treasury shares will be excluded from references to "issued share capital", and "equity securities", and for the calculation of market capitalization and public float where referred to in the Rules. |
| "trustee" |
(a) a company registered as a trust company under the Trust Companies Act; or
(b) a company, other than a trust company referred to in paragraph (a), that is a public company under the Act or under the laws of any other country which has been declared by the Minister to be a trustee for the purposes of the Act
|
| W | |
| "weighted average price" | the total value of transactions in a listed security (for each transaction, the price multiplied by volume) for that market day divided by the volume transacted for that market day |
Interpretations
(1) Unless the context requires otherwise, words importing the singular include the plural and vice versa, and words importing the masculine include the feminine and neuter and vice versa.
(2) Where definitions in the Exchange's listing rules are wider than or the obligations and requirements imposed by the Exchange's listing rules are more onerous than the provisions of any ordinance, regulation or other statutory provision from time to time in force in Singapore, issuers shall be required to comply with such broader obligations provided that where any provision of the Exchange's listing rules is in conflict with the provisions of any such ordinance, regulation or other statutory provision, the provisions of such ordinance, regulation or other statutory provision shall prevail.
(3) Unless the context requires otherwise, terms that are not specifically defined in the listing rules will have the same meaning as assigned to them under the Companies Act.
Amended on 31 January 200831 January 2008.