Chapter 3 Debt Securities

Part I Scope of Chapter

301

This Chapter applies to the listing of debt securities, such as bonds, notes and loan stocks, issued by domestic or foreign corporations, supranational bodies, governments, government agencies or any other entities, whether established in Singapore or elsewhere, offered to specified investors and non-specified investors.

For purpose of this Chapter, "specified investors" means persons specified under sections 274 or 275 of the SFA (or such equivalent terms in the relevant jurisdictions where the debt securities are subscribed), and "non-specified investors" means persons who are not specified investors.

Amended on 19 May 2016 19 May 2016.

302

An issuer can seek listing of its debt securities in one of the following ways:—

(1) Placement or offer for sale or subscription of a new or existing issue of debt securities.

(2) Introduction of an existing issue of debt securities. An introductory document must be issued in connection with the listing.

Part II Listing Requirements for Local Debt Securities

303

One of the following requirements must be met for the listing of an issue of local debt securities:—

(1) For an issuer whose equity securities are listed on the Exchange, the issue of debt securities must have a principal amount of at least S$750,000 (or its equivalent in foreign currencies).

(2) For an issuer whose equity securities are not listed on the Exchange: —

(a) The issuer must meet the Exchange's requirements in Rule 210(2), (3), (4) and (5) for listing of equity securities, and the issue of debt securities must have a principal amount of at least S$750,000 (or its equivalent in foreign currencies); or

(b) The issue of debt securities must have a principal amount of at least S$750,000 (or its equivalent in foreign currencies) and at least 80% of the issue must be subscribed by specified investors; or

(c) The issuer must be the Government or a Singapore government agency; or

(d) The issue of debt securities must have a credit rating of investment grade and above.

(3) Where the requirements in Rule 303(1) or (2) are not met, the issuer's obligations under the issue of the debt securities must be:—

(a) guaranteed by an entity that is listed on the Exchange and the issue of debt securities must have a principal amount of at least S$750,000 (or its equivalent in foreign currencies); or

(b) guaranteed by an entity which meets the requirement in Rule 210(2), (3), (4) and (5) and the issue of debt securities must have a principal amount of at least S$750,000 (or its equivalent in foreign currencies); or

(c) guaranteed by the Government or a Singapore government agency.

(4) The issuer or guarantor must meet the criteria for exemption under the Securities and Futures (Offers of Investments) (Exemption for Offers of Straight Debentures) Regulations 2016.

(5) The issuer or guarantor must meet the eligibility criteria under Part VI of this Chapter.

Amended on 19 May 2016 19 May 2016.

Part III Listing Requirements for Foreign Debt Securities

304

One of the following requirements must be met for the listing of an issue of foreign debt securities:—

(1) The issuer must be:—

(a) a supranational body; or

(b) a government, or a government agency whose obligations are guaranteed by a government; or

(c) an entity whose equity securities are listed on the Exchange; or

(d) a corporation which meets the following requirements:—

(i) Rule 210(2), (3), (4) and (5) for the listing of equity securities; or

(ii) A cumulative consolidated pre-tax profit of at least S$50 million (or its equivalent in foreign currencies) for the last three years, or a minimum pre-tax profit of S$20 million (or its equivalent in foreign currencies) for any one of the three years; and consolidated net tangible assets of at least S$50 million (or its equivalent in foreign currencies); or

(e) a corporation whose obligations under the issue of the debt securities are guaranteed by any of the entities in Rule 304(1)(a), (b), (c) or (d).

(2) The issue of debt securities must be at least 80% subscribed by specified investors.

(3) The issue of debt securities must have a credit rating of investment grade and above.

(4) The issuer or guarantor must meet the criteria for exemption under the Securities and Futures (Offers of Investments) (Exemption for Offers of Straight Debentures) Regulations 2016.

(5) The issuer or guarantor must meet the eligibility criteria under Part VI of this Chapter.

Amended on 19 May 2016 19 May 2016.

Part IV General Requirements for Debt Securities

Paying Agent

305

A foreign issuer is normally required to appoint a paying agent in Singapore while the debt securities are quoted on the Exchange and upon the issue of debt securities in definitive form. The Exchange may accept other arrangements to enable definitive certificate holders of the bearer debt securities in Singapore to be paid promptly.

Disclosure of Allocation Outcome

306

Where an issue of debt securities is offered to non-specified investors, the issuer must announce the outcome of the offer, and where appropriate, the level of subscription, the basis of allocation and allotment, and the subscription rate for the offer, prior to the listing of the debt securities.

Amended on 29 September 2011 29 September 2011 and 19 May 2016 19 May 2016.

Adjustments

307

If debt securities are:—

(1) redeemable by the issuer, either in whole or in part, by an issue of shares; or

(2) convertible into shares, either in whole or in part, by the holder; or

(3) issued in conjunction with separate options to subscribe for shares,

the terms of issue of the debt securities must provide for appropriate adjustments to the conversion rights in the event of any alteration to the capital of the issuer, and whether the holders of the debt securities and/or options have any participating rights in the event of a takeover offer for the issuer.

Trustee and Trust Deed

308

(1) An issuer shall appoint a trustee to represent the holders of its debt securities listed on the Exchange.

(2) Rule 308 does not apply to a debt issue that is, for the entire tenor of the debt issue:

(a) offered only to specified investors; and

(b) traded in a minimum board lot size of S$200,000 (or its equivalent in foreign currencies).

(3) The issuer shall ensure that the trustee is a person that satisfies one of the following requirements:

(a) a holder of a trust business license under the Trust Companies Act that is carrying on business in Singapore in that capacity; or

(b) a bank licensed under the Banking Act that is carrying on business in Singapore in that capacity; or

(c) an approved trustee referred to in section 289 of the SFA that is carrying on business in Singapore in that capacity; or

(d) a trustee that is licensed or regulated in an equivalent foreign jurisdiction and that is carrying on business in or outside of Singapore in that capacity.

(4) The issuer shall ensure that it has no interest in or relation to the trustee which may conflict with the trustee's role as trustee. In evaluating if it has such an interest or relation, the issuer shall take into account whether it controls (as defined in the Listing Manual) the trustee.

(5) The issuer shall ensure that the trust deed governing the issue of debt securities is executed and contains provisions to the effect of the following:

(a) the trustee or the security trustee appointed shall:

(i) upon the occurrence of an event described in Rule 308(5)(b)(i), take action, which shall be set out in the trust deed, on behalf of holders of debt securities; and

(ii) ensure that it has the ability and powers to perform all of its duties as set out in the trust deed;

(b) the issuer shall promptly notify the trustee when the issuer is aware that:

(i) any event of default, enforcement event or other event that would cause acceleration of the repayment of the principal amount of the debt securities has occurred; or

(ii) any condition of the trust deed cannot be fulfilled;

(c) a meeting of holders of debt securities shall be called on a requisition in writing signed by holders of at least 10% of the nominal amount of the outstanding debt securities; and

(d) if the trustee ceases to perform its function, the issuer shall appoint another trustee which meets the criteria in Rules 308(3) and 308(4).

Amended on 29 September 2011 29 September 2011 and 19 May 2016 19 May 2016.

Medium Term Note Programme

Added on 29 September 2011 29 September 2011.

309

The principal amount of each listed series of a Medium Term Note Programme must be at least S$5 million (or its equivalent in foreign currencies).

Amended on 29 September 2011 29 September 2011 and 19 May 2016 19 May 2016.

Part V Listing Procedures for Debt Securities

310

An applicant may consult the Exchange to resolve specific issues prior to the submission of an application. Unless the Exchange prescribes otherwise, the following sets out the usual main steps in the listing process.

(1) The applicant submits (to the Listings Function) one copy of the listing application. The listing application comprises the prospectus, offering memorandum or introductory document prepared in compliance with Rules 312 to 313 and, the supporting documents set out in Rule 314. The prospectus, offering memorandum or introductory document which forms part of the listing application must be in final form;

(2) The Exchange considers whether the application satisfies the listing requirements and will decide whether to issue an eligibility-to-list letter for listing (with or without conditions). Listing will not be permitted until all conditions set out in the eligibility letter have been satisfied;

(3) Where a prospectus, offering memorandum or introductory document is required to be issued, the applicant lodges the prospectus, offering memorandum or introductory document with the relevant authority (if applicable) and submits a copy to the Exchange. The lodged copy of the prospectus, offering memorandum or introductory document should not be materially different from the prospectus, offering memorandum or introductory document on which the eligibility-to-list letter was issued. The applicant must submit a written confirmation to the Exchange to this effect. If there are material differences, the Exchange may withdraw the eligibility-to-list letter;

(4) The Exchange will inform the applicant of any further information that is required to be disclosed prior to commencement of trading. The applicant decides whether to include this information in its prospectus, offering memorandum or introductory document, or to make pre-quotation disclosure through an announcement to the Exchange. Pre-quotation disclosure must be made not later than the market day before commencement of trading of the debt securities; and

(5) On satisfaction of the conditions expressed in the eligibility-to-list letter, the issuer's debt securities will be listed and quoted on the Exchange.

Time Schedule

311

The Exchange will decide whether to issue an eligibility-to-list letter as soon as practicable after receipt of a complete application. If the applicant makes material amendments to the prospectus, offering memorandum or introductory document, the time may start to run from the date the material amendment is notified to the Exchange.

Content of Prospectus, Offering Memorandum or Introductory Document

312

If a prospectus is required, a checklist showing compliance with Part II of Chapter 6 must be provided. If, under applicable law, an application is made to the relevant government authority for any waiver or modification of any prospectus requirement, a copy of such letter must be submitted together with the prospectus.

313

If the debt securities are offered without a prospectus and primarily to specified investors, the offering memorandum or introductory document must contain the information that such investors would customarily expect to see in such documents.

Amended on 19 May 2016 19 May 2016.

Documents to be Submitted with the Prospectus, Offering Memorandum or Introductory Document

314

The documents set out below must be submitted together with the applicable listing fee. Where the debt securities are issued by an issuer whose equity securities are listed on the Exchange, or where the debt securities are offered primarily to specified investors, the issuer need only submit the documents set out in Rule 314(5), (6), (7) and (8).

(1) The Memorandum and Articles of Association or other constituent documents if any, incorporating all amendments to date.

(2) Material contracts (other than those entered into in the ordinary course of business) entered into during the preceding 24 months or proposed to be entered into by the issuer and its subsidiaries with any director, controlling shareholder or their associates.

(3) Auditors' report to management on the internal control and accounting system of the issuer and its principal subsidiaries.

(4) For an issuer which is engaged in property investment or development, property valuation report(s) of each principal asset of the group that is revalued.

(5) The mortgage indenture or equivalent instrument certified by the trustee.

(6) The trust deed and a checklist showing compliance with the requirements in Rule 308(3), (4) and (5).

(7) Other documents, such as a deed poll, that may be applicable to the issue of debt securities.

(8) A checklist showing compliance with the relevant requirements under Rules 303 to 309.

Amended on 29 September 2011 29 September 2011, 19 May 2016 19 May 2016 and 12 February 2021.

Documents to be Submitted After Approval In-Principle

315

After the issuer receives approval in-principle from the Exchange, the following documents must be submitted before the listing of the debt securities:—

(1) The signed listing undertaking in the form set out in Appendix 2.3.1;

(2) The signed issue documents, such as the subscription agreement, agent bank agreement and fiscal agency agreement and trust deed (as applicable);

(3) The required number of copies of the prospectus, offering memorandum or introductory document;

(4) A local debt issuer must also submit the following documents:—

(a) A copy of the "tombstone" advertisement, if one was published;

(b) A signed copy of the auditors' letter on the accounts in a form acceptable to the Exchange, where an accountants' report is prepared for the purpose of the issue; and

(c) A certified copy of any relevant resolution(s) of the shareholders and a copy of any letters of approval from the Government, if applicable;

(5) In the case of a foreign debt issuer, the names and addresses of its representatives, with whom the Exchange may liaise in respect of future correspondence regarding the debt securities. The representatives must be easily contactable by the Exchange; and

(6) Such other documents (if any) as stipulated in the approval in-principle letter.

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

321

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

322

(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.

Part VII Continuing Listing Obligations

323

An issuer shall immediately disclose to the Exchange via SGXNET any 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.

Added on 19 May 2016 19 May 2016.

324

An issuer shall immediately announce the following:

(1) the redemption or cancellation of the debt securities, when every 5% of the total principal amount of those securities (calculated based on the principal amount at the time of initial listing) is redeemed or cancelled;

(2) the details of any interest payment(s) to be made (except for fixed rate debt securities to which Rule 308 does not apply pursuant to Rule 308(2)); and

(3) any appointment of a replacement trustee.

Added on 19 May 2016 19 May 2016.

325

In respect of debt securities where Rule 308 applies:

(1) if the issuer or, where there are guarantors, any of the guarantors, has its equity securities listed on the Exchange (referred to in this Rule as an "equity issuer"):

(a) subject to paragraph (b) below, the issuer shall announce via SGXNET the issuer's and the guarantor's consolidated profit and loss account and balance sheet in accordance with the timelines prescribed in Rule 705(2), Rule 705(3), Rule 707(1) and Rule 1207, prepared in accordance with Rule 211A; and

(b) the issuer need not announce the consolidated profit and loss account and balance sheet of an entity that is not an equity issuer (referred to in this Rule as a "non-equity issuer") if all of the following conditions are met:

(i) the debt securities are guaranteed by one or more guarantors;

(ii) the guarantee is full and unconditional;

(iii) where there is more than one guarantor, the guarantor are joint and several;

(iv) the profit and loss accounts and balance sheets of the equity issuer and that non-equity issuer are consolidated in accordance with Rule 211A;

(v) the issuer announces via SGXNET the consolidated profit and loss account and balance sheet of the equity issuer in accordance with the timelines prescribed in Rule 705(3), Rule 707(1) and Rule 1207, prepared in accordance with Rule 211A; and

(2) if the issuer and, where there are guarantors, all of the guarantors do not have their equity securities listed on the Exchange, a proposal shall be submitted for the Exchange's approval of its proposed arrangements for the disclosure of their financial statements on SGXNET. The arrangements approved by the Exchange are to be disclosed via the offer documents.

Added on 19 May 2016 19 May 2016 and Amended on 12 February 2021.

326

An issuer shall release all announcements via SGXNET, unless specified otherwise.

Added on 19 May 2016 19 May 2016.