(a) The Exchange does not prohibit issuers from conducting briefings with analysts and holding meetings with groups of investors and the media. However, such meetings might create a perception that analysts, institutional investors, fund managers or media have access to information that is not generally available to the public and this may undermine investors' confidence in the existence of a level playing field. Hence, an issuer should have in place policies to minimize the risk of being perceived to be practising selective disclosure. Such policies might include pre-release of any prepared information intended for the briefings and meetings, for example slides or speeches, via SGXNET. Alternatively, as such information must not be material, non-public information, it could be released on the issuer's website with an accompanying SGXNET announcement to inform investors that additional information is available on the issuer's website. The second alternative may be preferred if the issuer intends to release large-sized files.

(b) Where an issuer inadvertently discloses material, non-public information during these briefings or meetings, the issuer must disseminate the information via SGXNET as promptly as possible. An issuer may, if necessary, request for suspension of trading in its securities or a trading halt (upon implementation by the Exchange).

(c) A sponsor must advise the issuer if it thinks a suspension or trading halt is warranted. If the sponsor thinks the issuer's securities should be suspended or put into a trading halt, it must also notify the Exchange. The issuer remains responsible for requesting for a suspension or trading halt from the Exchange.

(a) Where material, non-public information has been reported but not released via SGXNET, the Exchange will require clarification from an issuer to ensure that the market is trading on accurate information. The Exchange will do so by contacting the sponsor and having the sponsor follow up with the issuer. In assessing whether there has been a possible leakage of material information, the Exchange will take into consideration factors, such as the level of detail and any identified source of the information. To illustrate, should the report contain very specific information, for example precise value of contract, explicit financial impact, or the source has been attributed to a company spokesperson, this indicates that there may have been a leakage of material information. Leakage of material information would result in a loss of confidentiality and thus an issuer can no longer rely on the exemption under Rule 703(3).

(b) The sponsor should arrange for relevant press monitoring to identify any material information reported in the press concerning the issuer which has not been released via SGXNET. This is particularly important when the sponsor is aware of material undisclosed price-sensitive information in existence. The Exchange would normally not expect the sponsor to take any further action if the information in the report is speculative or frivolous unless there is a price or volume reaction in the market. The issuer should consult its sponsor when deciding whether an announcement is necessary. The Exchange does not expect issuers to respond to all rumours or speculation. However, an issuer is expected to clarify the position if the information contained in the report or rumour is reasonably specific without there having been a previous announcement by the issuer, or if the issuer's share price or volume is reacting to the report or rumour.

(c) If the report suggests that there has been a leakage of material information, the sponsor should contact the issuer to discuss whether an announcement is required. If the Exchange becomes aware of the leakage, it will contact the sponsor for an explanation. If time is critical, the Exchange may contact the issuer directly. If, after consultation with its sponsor, the issuer is of the view that the information reported is not material (and thus no announcement is necessary) and the Exchange is satisfied with the explanation given, no further action would be required for the time being. The Exchange will monitor the market for movement, and if there is unusual market activity that could be attributable to the report, the Exchange will contact the sponsor and/or issuer requesting that an announcement be made.

(d) The following guidelines in relation to dealing with leakage of material information apply:

(a) An issuer must not agree to a confidentiality clause with any other parties, for example as part of contractual terms, which may result in it not being able to comply with the disclosure rules. This requirement does not apply if Rule 703(2) applies. The absence of a confidentiality clause does not mean that disclosure is required. Rules 703(2) or 703(3) may still apply, in which case, the issuer may withhold disclosure of the information.

(b) Similarly, an issuer also cannot rely on reasons, such as possible erosion of the issuer's competitiveness or unfavourable impact on the issuer's business to avoid complying with the disclosure rules.

(a) When announcing the award of any contract or new business arrangements, for example distributorships, joint ventures and strategic alliances, an issuer must state clearly the financial impact (in terms of earnings per share or net tangible asset per share) arising from the transaction or provide an appropriate negative statement if there is none. By providing the financial impact on the issuer, investors will be able to put the announcement in perspective.

(b) The Exchange recognizes that there may be some instances where an issuer is prevented from disclosing the financial impact with certainty. One example may be the existence of certain variables that are outside the issuer's control, such as fulfilment of a contract on an ad-hoc basis or poor visibility as to when revenue is generated. Under these circumstances, the issuer should provide an explanation for the non-disclosure and sufficient information to enable investors to independently assess the financial impact taking into consideration the variables disclosed.

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