602
A prospectus must comply with:
(a) the SFA and any other relevant laws; and
(b) the additional disclosure requirements specified in this Listing Manual.
603
An offering memorandum or introductory docment must include information in sufficient detail to enable the targeted investors to have a full and proper understanding of the applicant's business, financial conditions, prospects, and risks.
605
Where the securities of an issuer are listed, or will be simultaneously listed, on another stock exchange which is its home exchange, the issuer may incorporate the information required in this Chapter by reference to a recent prospectus or equivalent document lodged with, or to be simultaneously lodged with, the home exchange or regulatory body.
606
The Exchange will have regard to the IOSCO Document when considering the adequacy of disclosure.
607
Where an issuer is seeking a secondary listing by way of an introduction pursuant to Rule 235, the introductory document should comply with the prospectus disclosure requirements in the SFA. Where there are differences between the prospectus disclosure requirements in the SFA and that of its home exchange, the issuer may consult the Exchange to resolve the specific issues.
608
Where an issuer is seeking a primary listing by way of an introduction pursuant to Rule 235, or where an issuer is seeking a listing through a reverse takeover pursuant to Rule 1015 or where a SPAC is seeking shareholders’ approval for a business combination, the introductory document or the shareholders' circular (as the case may be) must comply with the prospectus disclosure requirements in the SFA, with the necessary adaptations.
Amended on 3 September 2021.
609
(a) In the case of a reverse takeover where there have been material changes to the group structure of the issuer, or in the case of a listing of a REIT or a business trust, proforma group accounts must be presented in addition to the annual audited accounts, where applicable. The proforma financial information must provide investors with information about the impact of the proposed group structure by illustrating how that group structure might have affected the financial information presented in the prospectus, had the group structure been put in place at the commencement of the period being reported on or, in the case of a proforma balance sheet or net asset statement, at the date reported on. Accordingly, the proforma information must include all appropriate adjustments of which the issuer is aware, necessary to give effect to the group structure reported on, or in the case of a proforma balance sheet or net asset statement, at the date reported on.
(b) The proforma income statement or statement of comprehensive income should be presented for the latest 3 financial years and for the most recent interim period (if applicable) as if the restructured group had been in existence at the beginning of the period reported on. The proforma statement of financial position should be presented as at the date to which the most recent proforma income statement or statement of comprehensive income has been made up. In the event a REIT or business trust is unable to present the required proforma financial information, the Exchange may request for the provision of profit estimates, forecasts and/or projections as satisfaction of this Rule.
(c) The accountants' report must include details of any transfers to and from any reserves if those transfers are not reflected in the proforma results in respect of each of the financial years reported on.
(d) The reporting accountants must express an opinion as to whether the proforma group accounts are properly prepared and consistent with both the format and accounting policies adopted by the issuer in its financial statements, and whether the adjustments are appropriate for the purposes of preparing the proforma financial statements.
(e) The proforma information must:—
(i) clearly state that it is prepared for illustrative purposes only based on certain assumptions and after making certain adjustments to show the financial position and results of the issuer had the proposed group structure been in place during the relevant period;
(ii) clearly state that because of its nature, it may not give a true picture of the issuer's actual financial position or results;
(iii) identify the basis upon which it is prepared and the source of each item of information and adjustment; and
(iv) be based upon information from audited accounts.
(f) The issuer should use the most appropriate reporting currency in presenting financial information, taking into account the functional currencies of its businesses, the reporting currency for publication of future financial statements, and other factors relevant to a full and proper understanding by investors of the group's financial condition, risks and prospects.
(g) Where there has been a material change to the company's accounting policies, a summary of the significant changes in the accounting policies and the reasons for and quantitative impact of such changes on the issuer's financial results should be provided.
(h) [Deleted]
Amended on 29 September 201129 September 2011 and 7 February 20207 February 2020.
610
The following additional information should be provided in the prospectus, offering memorandum, introductory document and shareholders' circular:—
(1) A statement to appear prominently on the cover page of the document that an application has been made to Singapore Exchange Securities Trading Limited ("SGX-ST") for permission to list all the securities of the issuer already issued as well as those securities which are the subject of this issue. Such permission will be granted when the issuer has been admitted to the Official List. Acceptance of applications will be conditional upon issue of the securities and upon permission being granted to list all the issued securities of the issuer. Monies paid in respect of any application accepted will be returned if the said permission is not granted.
(2) A statement that Singapore Exchange Securities Trading Limited ("SGX-ST") assumes no responsibility for the correctness of any of the statements or opinions made or reports contained in this document. Admission to the Official List is not to be taken as an indication of the merits of the issuer or of the securities.
(3) A statement by directors and vendors (where the issue involves the sale of vendor shares) in the form set out in Practice Note 12.1.
(4) In the case of an introductory document or an offering memorandum, a statement as required in Practice Note 12.1.
(5) The board must comment on the adequacy and effectiveness of the issuer's internal controls (including financial, operational, compliance and information technology controls) and risk management systems. A statement on whether the audit committee concurs with the board's comment must also be provided. Where material weaknesses are identified by the board or the audit committee, they must be disclosed together with the steps taken to address them.
(6) A statement by the issuer's audit committee that, after making all reasonable enquiries, and to the best of their knowledge and belief, nothing has come to the attention of the audit committee members to cause them to believe that the person appointed as the chief financial officer (or its equivalent rank) does not have the competence, character and integrity expected of a chief financial officer (or its equivalent rank) of a listed issuer.
(7) Where as required by any relevant law applicable to the issuer and/or any of its principal subsidiaries, any legal representative(s) (or person(s) of equivalent authority, however described) has been appointed or designated with sole powers to represent, exercise rights on behalf of, and enter into binding obligations on behalf of, the issuer or that principal subsidiary:
(a) Identity of the legal representative(s) (or person(s) of equivalent authority);
(b) Powers and responsibilities of the legal representative(s) (or person(s) of equivalent authority);
(c) Any risks in relation to the appointment, including concentration of authority and impediments to their removal; and
(d) A description of the processes and procedures put in place to mitigate the risks in relation to the appointment and an opinion by the board on the adequacy of these processes and procedures.
(8) A statement by the issuer whether any of the independent directors of the issuer sits on the board of its principal subsidiaries that are based in jurisdictions other than Singapore.
(9) In the case of debt securities, the following information must also be provided:—
(a) Principal terms and conditions of issue to be publicly offered, including issue price, redemption price, form, rate of interest, guarantees constituted in favour of holders of debt securities and maturity date;
(b) Financial covenants of the issuer, including those concerning capital increases (in the case of convertible debt securities issues) and issues of other forms or series of debt securities;
(c) Definition of events constituting defaults and effect upon acceleration of maturity of debt securities;
(d) Provisions for modifications of terms and conditions of debt securities to be publicly offered; and
(e) Name and provisions concerning functions, rights and obligations of representative of debt securities holders.
(10) In the case of a dual class share structure, the following information must also be prominently provided:—
(a) A statement on the cover page of the document that the issuer is a company with a dual class share structure;
(b) Details of the dual class share structure and its associated risks;
(c) The rationale for adopting the dual class share structure;
(d) Matters that are subject to the enhanced voting process and the implications to holders of ordinary voting shares;
(e) Key provisions of the Articles of Association or other constituent documents relating to the dual class share structure; and
(f) The following details for each holder of multiple voting shares:
| Name of shareholder | Number of multiple voting shares | Total voting rights of multiple voting shares | Number of ordinary voting shares | Total voting rights of ordinary voting shares | Total voting rights of both multiple voting shares and ordinary voting shares |
Amended on 29 September 201129 September 2011, 26 June 201826 June 2018, 1 January 20191 January 2019 and 7 February 20207 February 2020.