Part VI Seasoning of Debt Securities

316

For the purposes of this Part, the following definitions apply: —

(1) "Product Highlights Sheet" means a product highlights sheet relating to debt securities that meets the requirements under the Securities and Futures (Offers Of Investments) (Exemption for Offers of Post-Seasoning Debentures) Regulations 2016.

(2) "re-tap" means an additional issuance of debt securities that have the same terms (except for price, original tenor, size and date of issuance) as the debt securities initially offered only to specified investors.

(3) "seasoning period" means the 6-month period from the date of listing on the Exchange of an issue of debt securities to specified investors which satisfies the requirements in this Part.

Amended on 19 May 2016 19 May 2016.

317

Debt securities initially offered only to specified investors may be made available for trading on the Exchange by non-specified investors after the seasoning period, subject to compliance with the provisions in this Part.

Added on 19 May 2016 19 May 2016.

Issuer and Guarantor Eligibility Criteria

318

The issuer or guarantor must meet the criteria for exemption under the Securities and Futures (Offers of Investments) (Exemption for Offers of Post-Seasoning Debentures) Regulations 2016. For avoidance of doubt, the material date to measure the "look-back" periods under the criteria for exemption will be based on, as the case may be, the instances prescribed in Rule 319.

Added on 19 May 2016 19 May 2016.

319

The issuer or guarantor must comply with the criteria referred to in Rule 318 at the following times, as applicable:

(1) at the time of application for the listing of the initial issuance of debt securities on the Exchange;

(2) at the time of application for confirmation that the debt securities are eligible for trading by non-specified investors; and

(3) at the time of application to list additional debt securities for offer to non-specified investors through a re-tap.

Added on 19 May 2016 19 May 2016.

Issue Requirements

320

The issuer shall comply with the following:

(1) The issue of debt securities must have a minimum principal amount of at least S$150 million (or its equivalent in foreign currencies) in the initial issuance to specified investors;

(2) The debt securities issued shall be seasoned debentures as defined in the Securities and Futures (Offers of Investments) (Exemption for Offers of Post-Seasoning Debentures) Regulations 2016;

(3) The offer documents issued to specified investors shall be announced via SGXNET; and

(4) The offer documents referred to in Rule 320(3) and the Product Highlights Sheet shall be announced via SGXNET immediately upon receiving the Exchange's confirmation or approval-in principle, as the case may be, in the circumstances under Rule 319(2) and Rule 319(3). Updated or supplemental offer documents must be issued to reflect material changes relating to the issuer or the terms of the debt securities.

Added on 19 May 2016 19 May 2016.

Re-taps for Seasoned Debt Securities

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If the issuer offers additional debt securities to non-specified investors through such re-taps, the aggregate principal amount of the offers through the re-taps must not exceed such amount specified in the Securities and Futures (Offers of Investments) (Exemption for Offers of Post-Seasoning Debentures) Regulations 2016. There is no cap on the amount of debt securities offered through a re-tap to specified investors.

Added on 19 May 2016 19 May 2016.

Disclosure Obligations

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(1) The issuer must state in bold on the front cover of the offer documents issued to specified investors, its intent to make the debt securities available for trading on the Exchange by non-specified investors.

(2) The issuer must disclose in the offer documents that:

(a) the debt securities cannot be sold to non-specified investors before the end of the seasoning period;

(b) the issuer may offer additional debt securities to non-specified investors through one or more re-taps and the aggregate principal amount of the offers through such re-taps will not exceed such amount specified in the Securities and Futures (Offers of Investments) (Exemption for Offers of Post-Seasoning Debentures) Regulations 2016;

(c) the issuer undertakes to immediately disclose information which may have a material effect on the price or value of its debt securities or on an investor's decision whether to trade in such debt securities; and

(d) the issuer complies with the eligibility criteria in Rule 318.

Added on 19 May 2016 19 May 2016.