Catalist Rules
1301
This Chapter sets out:
(1) the requirements relating to trading halt, voluntary suspension and withdrawal by the issuer from the Exchange's Official List; and
(2) the powers of the Exchange with regard to trading halt, suspension and delisting of an issuer by the Exchange.
Refer to Practice Note 13A — Procedures for Trading Halt and Suspension.
1302
(1) The Exchange may at any time grant a trading halt to enable the issuer to disclose material information or suspend trading of the listed securities of an issuer at the request of the issuer. The Exchange is not required to act on the request.
(2) The Exchange will, in normal circumstances, act on a request for trading halt or suspension if made by the issuer (and not the sponsor).
(3) If the sponsor forms the opinion that the issuer's securities should be put into a trading halt or suspended, it must advise the issuer accordingly. It must also immediately inform the Exchange. Where there is a difference in opinion between the sponsor and the issuer, the Exchange will take into account both the sponsor's and the issuer's views when acting on such requests.
(4) The trading halt cannot exceed 3 market days or such short extension as the Exchange agrees.
(5) A trading halt may be changed to a suspension by the Exchange at any time.
Refer to Practice Note 13A — Procedures for Trading Halt and Suspension.
1303
The Exchange may at any time suspend trading of the listed securities of an issuer in any of the following circumstances:
(1) If the percentage of an issuer's total number of issued shares excluding treasury shares held in public hands falls below 10%, as provided in Rule 723. In a take-over situation where the offeror succeeds in garnering acceptance exceeding 90% of the issuer's total number of issued shares excluding treasury shares, causing the percentage of the issuer's total number of issued shares excluding treasury shares held in public hands to fall below 10%, the Exchange will suspend trading of the listed securities of the issuer only at the close of the take-over offer.
(2) Where there is a change in the issuer's assets that produces a situation where its assets consist wholly or substantially of cash or short-dated securities, as provided in Rule 1017.
(3) Where the issuer is unable to continue as a going concern or unable to demonstrate to the Exchange and its shareholders that it is able to do so, including the following circumstances:
(a) when an application is filed with a court to place the issuer (or significant subsidiary) under judicial management;
(b) when an application is filed with a court for the liquidation of the issuer (or significant subsidiary) and the amount of the debt alleged is significant; or
(c) when the issuer is unable to reasonably assess its financial position and inform the market accordingly.
(4) Where the issuer is unable or unwilling to comply with, or contravenes, a listing rule.
(5) Where, in the opinion of the Exchange, it is necessary or expedient in the interest of maintaining a fair, orderly and transparent market.
(6) Where the issuer does not have a sponsor.
(7) Where, in the opinion of the Exchange, it is appropriate to do so.
(8) Where the Exchange releases an announcement in relation to the issuer which, in the opinion of the Exchange, is market sensitive.
Refer to Practice Note 13A — Procedures for Trading Halt and Suspension.
1304
If the trading of the listed securities of an issuer is suspended under Rule 1303(3), it must:
(1) submit a proposal (or proposals) through its sponsor to the Exchange with a view to resuming trading in the issuer's securities ("resumption proposals") within 12 months of the date of suspension. If no resumption proposals are received to enable trading to resume within 12 months of the date of suspension, the Exchange may remove the issuer from the Official List; and
(2) implement the resumption proposals within 6 months from the date the Exchange indicates that it has no objection to the resumption proposals. If the resumption proposals have not been implemented within the 6 months, the Exchange may remove the issuer from the Official List. The issuer is expected to provide monthly valuation of its assets and utilization of cash and updates of milestones in completing the relevant transactions to the market via SGXNET.
Amended on 29 September 201129 September 2011 and 7 February 20207 February 2020.
1305
(1) The Exchange may remove an issuer from its Official List (without the agreement of the issuer) if:
(a) the issuer is unable or unwilling to comply with, or contravenes, a listing rule;
(b) in the opinion of the Exchange, it is necessary or expedient in the interest of maintaining a fair, orderly and transparent market;
(c) the issuer does not have a sponsor for more than 3 continuous months;
(d) in the opinion of the Exchange, it is appropriate to do so; or
(e) the issuer has no listed securities.
(2) If the Exchange exercises its power to remove an issuer from the Official List, the issuer or its controlling shareholder(s) must, subject to Rule 1309, comply with the requirements of Rule 1308.
Amended on 11 July 201911 July 2019.
1306
A sponsor must contact the Exchange if it forms the opinion that an issuer it sponsors should be removed from the Official List.
1307
The Exchange may agree to an application by an issuer to delist from the Exchange if:
(1) the issuer convenes a general meeting to obtain shareholder approval for the delisting; and
(2) the resolution to delist the issuer has been approved by a majority of at least 75% of the issuer's total number of issued shares excluding treasury shares and subsidiary holdings held by the shareholders present and voting, on a poll, either in person or by proxy at the meeting. The Offeror Concert Party Group must abstain from voting on the resolution.
Amended on 31 March 201731 March 2017 and 11 July 201911 July 2019.
1308
If an issuer is seeking to delist from the Exchange:
(1) an exit offer must be made to the issuer's shareholders and holders of any other classes of listed securities to be delisted. The exit offer must:
(a) be fair and reasonable; and
(b) include a cash alternative as the default alternative; and
(2) the issuer must appoint an independent financial adviser to advise on the exit offer and the independent financial adviser must opine that the exit offer is fair and reasonable.
Amended on 11 July 201911 July 2019.
1309
(1) Rules 1307 and 1308 do not apply to a delisting pursuant to:
(a) a voluntary liquidation; or
(b) an offer under the Takeover Code provided that the offeror is exercising its right of compulsory acquisition.
(2) Rule 1307 does not apply to a delisting pursuant to a scheme of arrangement.
Amended on 11 July 201911 July 2019.