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.