Cross-referenced from Rule 1015(6)
We __________________________ , sponsor of _______________________ (issuer) notify the Exchange that the enlarged group is suitable for continued listing and the following additional securities will be quoted:
____________________________ (details of securities)
Part I Confirmation (Lodgement)
1. We confirm that, to the best of our knowledge and belief, having made reasonable due diligence enquiries and considered all relevant matters under the Rules in relation to this application for listing:
(a) All applicable requirements of the Rules are met (except as waived by the Exchange in writing).
(b) We are satisfied that the enlarged group is suitable for listing on Catalist.
(c) The *very substantial acquisition/reverse takeover circular contains all information required by the relevant laws and regulations.
(d) The *very substantial acquisition/reverse takeover circular contains all information necessary to allow shareholders to make a properly informed decision.
(e) There are no other matters known to us that should be taken into account except ____________ (if none, write nil).
(f) No material information has changed from the *very substantial acquisition/reverse takeover circular except ___________ (if no change, write nil. If any changes, identify the attachment with the changes marked.).
(g) The issuer has all the requisite approvals, and is in compliance with all laws and regulations, that materially affect its business operations.
(h) The issuer has established adequate procedures, systems and controls (including accounting and management systems) to meet its obligations under the Rules.
(i) The directors of the issuer have received adequate advice and guidance from us (and other appropriate professional advisers) on their legal and regulatory obligations as an issuer on Catalist.
(j) All documents required by the Rules are included with this listing confirmation.
(k) We complied with the due diligence guidelines issued by The Association of Banks in Singapore or _____________ (such other satisfactory and no less strict due diligence guidelines or processes).
(l) We are independent from the issuer and are able to demonstrate it to the Exchange, if required.
(m) We hold a full mandate to undertake the relevant sponsorship activities for the issuer for at least three years.
2. In relation to paragraph 1(l) of the above declaration, we disclose the following.
(a) *We, our partners, directors, employees and associates of such partners, directors and employees, either individually or collectively, *have/do not have, or may as a result of the listing or a transaction *have/do not have, any interest^ in any class of securities of the listing applicant/issuer/enlarged group above 5% of the total issued securities. Details of such interest (if any) are as follows: _____________.
^ An interest is a direct or indirect interest and includes options or rights to subscribe for securities.
^ An interest is a direct or indirect interest and includes options or rights to subscribe for securities.
(b) Our *partners, directors, employees and associates of such partners, directors and employees involved in providing advice to the listing applicant/issuer *have/do not have a directorship in the listing applicant/issuer/enlarged group. Details of such directorship (if any) are as follows: _________________.
For additional listing of securities:
3. The indicative range of the issue price for the offer is: __________________________.
4. We confirm that:
(a) We have given written consent to being named as sponsor in the offer information statement, and a statement of such consent appears in the offer information statement. Where we act as issue manager to the offer of securities, we have given written consent to being named as issue manager in the offer information statement.
(b) Each issue manager and underwriter named in the offer information statement has given his written consent to being named, and a statement of such consent appears in the offer information statement.
(c) Where the offer information statement contains a statement purporting to be made by, or based on a statement made by, an expert, the expert has given his written consent to the issue of such statement, and a statement of his consent appears in the offer information statement.
(d) The written consents referred to in paragraphs 4(a), (b) and (c) above have been lodged with the Exchange.
(e) The offer information statement has been signed in accordance with Regulation 38 of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
(f) We are satisfied that the securities are suitable for additional listing.
5. This additional listing confirmation is accompanied by:
(a) The listing fee
(b) The information required as follows:
• For exercise of company warrants/ convertible preference shares — Appendix 8C
• For convertible loan stocks/ bonds — Appendix 8C
• For options exercised under an employee share options scheme — Appendix 8C
* Delete where not applicable.
| Dated: _________________ | |
| Signed on behalf of sponsor: | __________________________________ |
| (Name and designation of person signing) |
Part II Confirmation for Additional Listing (After Allotment)
Please provide the following statements of confirmation where applicable.
1. We confirm that:
(a) The distribution of the applicant's securities after allotment of the additional securities is not expected to result in a disorderly market when trading begins.
(b) The additional securities to be quoted are eligible for deposit with CDP.
(c) All share certificates have been issued and despatched (if applicable).
(d) A copy of the return of allotment has been duly filed with the Accounting and Corporate Regulatory Authority (ACRA).
(e) The new shares *do/do not rank pari passu in all respects with the existing shares of the Company.
(f) The number of shareholders is _____________ and the percentage of issued share capital held in public hands is ________ % (if applicable).
(h) The following details in respect of moratorium shares are attached to this confirmation:
(iv) the name of the registered shareholder (and beneficial shareholder if different);
(v) the share certificate number and number of shares represented;
(vi) the endorsement on the share certificate.
*Delete where not applicable.
| Dated: _________________ | |
| Signed on behalf of sponsor: | __________________________________ |
| (Name and designation of person signing) |
Amended on 10 August 201210 August 2012 and 7 February 20207 February 2020.