Past version: Effective from 29 Sep 2011 to 26 Sep 2013
(1) Where any of the relative figures as computed on the bases set out in Rule 1006 exceeds:
(a) for an acquisition, 75% but is less than 100%; or
(b) for a disposal, 50%,
(2) A major transaction must be made conditional upon approval by shareholders in general meeting. A circular containing the information in Rule 1010 must be sent to all shareholders. This rule does not apply in the case of an acquisition of profitable assets if the only limit breached is Rule 1006(b). In ascertaining whether or not the issuer is required to seek shareholders' approval for the transaction, the issuer should refer to the general principles set out in Practice Note 10A. Where the issuer is unclear, the issuer should consult and clarify with the sponsor as soon as possible.
(3) Where a major transaction is not completed or is rescinded by any party to the transaction due to any reason, the issuer must immediately announce via SGXNET the following: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 rescission 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.
(4) If the major transaction relates to an acquisition or disposal of mineral, oil or gas assets of a mineral, oil or gas company, the circular to shareholders required in Rule 1014(2) must contain an independent qualified person's report that meets the requirements in Rule 441.
Amended on 29 September 201129 September 2011.