Cross-referenced from Rules 101, 103 and Chapter 4
1. Introduction
1.1 This Practice Note provides information on the procedures that issuers may undertake when unusual trading activity in their securities is observed. However, there may be instances when a different approach is warranted.
2. Role of SGX RegCo
2.1 SGX RegCo will review trading activity in the issuer’s securities. If SGX RegCo considers that there is unusual trading activity that is not directly attributable to public information relating to the issuer, industry trends or market sentiment, SGX RegCo may highlight such unusual trading activity to the issuer. The issuer should consider whether it is aware of any undisclosed material information. If so, it should be disclosed via SGXNET.
3. Reviewing of Unusual Trading Activity
3.1 Unusual trading activity in an issuer's securities, without it being apparent that publicly available information could account for the activity, may signify trading by persons who are acting on unannounced material information or on a rumour or report, whether true or false.
3.2 Issuers must comply with all applicable disclosure requirements in both Singapore and the U.S. As the securities are being traded on the Exchange, the Exchange must ensure that there is a fair, orderly and transparent market in these securities. Issuers may therefore be required to undertake a review regarding the trading of their securities on the Exchange. If required by the Exchange, the issuer must, upon being made aware of the unusual trading activity, immediately undertake an enquiry to ascertain the cause of the unusual trading activity, so that the issuer is able to disseminate all material information as soon as possible.
3.3 An issuer may wish to, where appropriate, request for suspension of trading in its securities or a trading halt. If so, the issuer should contact Market Control and provide a SGXNET announcement requesting for suspension or a trading halt, stating the reason for the suspension or trading halt. Where possible, it would be useful for issuers to inform investors when the suspension of its securities or trading halt is expected to be lifted.
4. Privy Persons List
4.1 Issuers and persons who come into possession of confidential material information should be fully aware of the provisions in any applicable laws, regulations and rules on insider trading.
4.2 Unusual trading activity observed in an issuer's securities could indicate possible "leaks" of confidential material information. In this circumstance, the Exchange may request the issuer to submit a list of persons who have access to the information ("privy persons list"). The privy persons list should typically include information on the identity of the privy persons, the circumstances under which these persons gained access to the information (i.e. became aware or involved in the transaction), and the dates on which these persons first gained access to the information. The Exchange may also ask for related information reasonably required for the proper discharge of its regulatory function.
4.3 The issuer must have proper procedures in place to provide the privy persons list expeditiously to the Exchange upon request.
4.4 The Exchange may share information it obtains with the relevant authorities in Singapore and the U.S.