11.13.1 Reduction in Paid-Up Ordinary Share Capital or Paid-Up Irredeemable and Non-Cumulative Preference Share Capital
A Trading Member which is incorporated in Singapore shall not reduce its paid-up ordinary share capital or paid-up irredeemable and non-cumulative preference share capital without the prior written approval of SGX-ST.
Amended on 10 November 200610 November 2006 and 29 December 201429 December 2014.
11.13.2 Preference Shares
(1) A Trading Member which is incorporated in Singapore shall notify SGX-ST prior to the issue of any preference share.
(2) A Trading Member which is incorporated in Singapore shall not repay the principal of any preference share (other than any paid-up irredeemable and non-cumulative preference share capital) that is computed as part of its financial resources, through repurchase or redemption:—
(a) unless the Trading Member notifies SGX-ST within such time before the proposed date of repurchase or redemption as prescribed by the SFR (Financial and Margin Requirements);
(b) if at the date of repurchase or redemption:—
(i) its financial resources is less than 150% of its total risk requirement; or
(ii) its aggregate indebtedness exceeds 600% of its aggregate resources;
(c) if such repurchase or redemption will cause an event in Rule 11.13.2(2)(b) above to occur; or
(d) if SGX-ST has prohibited in writing such a repurchase or redemption.
Amended on 29 December 201429 December 2014.
11.13.3 Qualifying Subordinated Loan
(1) A Trading Member shall obtain the prior approval of SGX-ST if it enters a subordinated loan agreement in a format other than the format prescribed by SGX-ST from time to time.
(2) Where a Trading Member draws down a qualifying subordinated loan, the Trading Member shall notify SGX-ST no later than the date of draw down of the qualifying subordinated loan.
(3) A Trading Member shall not repay, whether in part or in full, any subordinated loan principal before the maturity date without the prior approval of SGX-ST.
(4) A Trading Member shall not repay, whether in part or in full, any subordinated loan principal that has matured:—
(a) unless the Trading Member notifies SGX-ST at least 1 Market Day before the date of repayment;
(b) if its financial resources is less than 150% of its total risk requirement;
(c) if its aggregate indebtedness exceeds 600% of its aggregate resources;
(d) if such a repayment will cause an event in Rule 11.13.3(4)(b) or (c) to occur; or
(e) if SGX-ST has prohibited in writing such a repayment.
Amended on 29 December 201429 December 2014.
11.13.4 Making of Unsecured Loan or Advance, Payment of Dividend or Director's Fees or Increase in Director's Remuneration
A Trading Member shall not, without the prior written approval of SGX-ST, make any unsecured loan or advance, pay any dividend or director's fees or increase any director's remuneration if:—
(1) in the case where the Trading Member is incorporated in Singapore:—
(a) its base capital is less than the base capital requirement as prescribed in Rules 11.2 and 11.5;
(b) its financial resources is less than 150% of its total risk requirement;
(c) its aggregate indebtedness exceeds 600% of its aggregate resources;
(d) such a loan, advance, payment or increase will cause an event in Rule 11.13.4(1)(a), (b) or (c) to occur; or
(2) in the case where the Trading Member is incorporated outside Singapore:—
(a) its net head office funds is less than the base capital requirement as prescribed in Rules 11.2 and 11.5;
(b) its adjusted net head office funds is less than 150% of its total risk requirement;
(c) its aggregate indebtedness exceeds 600% of its aggregate resources;
(d) such a loan, advance, payment or increase will cause an event in Rule 11.13.4(2)(a), (b) or (c) to occur.
Amended on 29 December 201429 December 2014.
11.13.5
Rules 11.13.1 to 11.13.4 shall not apply to a Trading Member that holds a licence specified in Rule 4.1.1(1)(b). Such a Trading Member shall notify the Exchange immediately of any actions taken relating to:
(1) any reduction in paid-up ordinary share capital;
(2) any issue of any preference share;
(3) the entry into a subordinated loan agreement in a format other than the format prescribed by SGX-ST from time to time, drawing down on a qualifying subordinated loan or repayment whether in part or in full, any subordinated loan principal before or upon maturity;
(4) [Rule has been deleted.]
(5) that has or may have a financial or capital impact on the Trading Member and required to be reported to the Relevant Regulatory Authority.
Added on 19 May 201419 May 2014 and amended on 22 April 201922 April 2019.