(a) Where an acquisition of assets (whether or not the acquisition is deemed in the issuer's ordinary course of business) is one where any of the relative figures as computed on the bases set out in Rule 1006 is 100% or more, or is one which will result in a change in control of the issuer, the transaction is classified as a very substantial acquisition or reverse takeover respectively. The issuer must, after terms have been agreed, immediately announce the following :—
(ii) the latest three years of proforma financial information of the assets to be acquired.
(b) The acquisition must be made conditional upon the approval of shareholders and the approval of the Exchange.
(2) For very substantial acquisition, the target business to be acquired must be profitable and meets the requirement in Rule 210(4)(a), and the enlarged group must comply with the requirements in Rule 210(5) and (6). The issuer must appoint a competent and independent valuer to value the target business. The Exchange may approve the very substantial acquisition unconditionally or subject to condition(s), or may reject, as it thinks appropriate.
(3) For reverse takeover, the incoming business and the enlarged group must comply with the following requirements:—
(a) The requirements in Rule 210(1), (2)(a) or (b) or (c), (3), (4), (5), (6), (7), Part VIII of Chapter 2 and if applicable, Rule 210(8) or 222. The issuer must appoint a competent and independent valuer to value the incoming business. For the avoidance of doubt, any profit guarantee granted by the vendors will not be taken into consideration for the purpose of compliance with Rule 210(2);
(b) The reference to "invitation shares" in Rule 210(1)(a) means the minimum prescribed public float based on the total number of issued shares excluding treasury shares of the enlarged group, being 25% for SGX Mainboard issuers.
(c) The requirements specified in Rules 227, 228 and 229 are applicable to:—
(i) persons who are existing controlling shareholders or who will become controlling shareholders of the issuer as a result of the asset acquisition; and
(ii) associates of any person in (i).
This is also applicable to very substantial acquisition.
(d) Where the consideration for the acquisition of assets by the issuer is to be satisfied by the issue of shares, the price per share of the issuer after adjusting for any share consolidation must not be lower than S$0.50.
(4) The issuer must submit the following:—
(b) A compliance checklist for the information required in Rule 1015(5); and
(c) Declaration by each director, controlling shareholder, and executive officer of the acquired company(ies), including officers occupying a managerial position and above who is a relative of any director or controlling shareholder in the form set out in paragraph 8, Part VII of the Fifth Schedule, Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005, as amended from time to time. For very substantial acquisition, declaration by each new director, controlling shareholder, and executive officer must be submitted.
(5) In relation to the assets to be acquired, the shareholders' circular must contain the following:—
(a) Information required by Rule 1010, 1011, 1012, 1013 and Part II of Chapter 6 of the Listing Manual, where applicable;
(b) An accountants' report on the assets to be acquired and the enlarged group. Rule 609 applies to the accountant's report;
(c) A statement by the directors in the form set out in Rule 610(3); and
(d) A statement by the financial adviser(s) in the form set out in paragraph 3(d) of Appendix 8.2.
(6) The Exchange may suspend the securities of the issuer until:—
(a) the information required in Rule 1010 has been announced (unless the only information missing is insignificant); and
(b) the issuer has satisfied the Exchange that it meets the admission requirements set out in Rule 1015(3)(a) and (b).
(7) Rule 1015 does not apply in the case of an acquisition of profitable asset(s) if the only limit breached is Rule 1006(b).
(8) Rule 113(2) applies to an issuer which is the subject of a reverse takeover, with the necessary adaptations.
(9) Where a very substantial acquisition or reverse takeover is not completed or is rescinded by any party to the transaction due to any reason, the issuer must immediately announce via SGXNET the following:
(a) the reasons for the non-completion or rescission of the transaction;
(b) the financial impact of the non-completion or recission on the issuer; and
(c) the possible course(s) of action to protect the interests of the shareholders of the issuer. Notwithstanding this, the issuer must provide timely updates on the specific course of action including its progress and outcome.