407
An offer document must meet the following requirements:
(1) It must comply with applicable law and, in particular, Parts 2 to 11 of the Fifth Schedule, Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 ("Fifth Schedule"), where references therein to the following terms shall be interpreted as follows:
(a) reference to a "prospectus" shall mean a reference to an "offer document"; and
(b) reference to the "Authority" shall mean a reference to the Exchange, except for Part VII paragraph 8(k) where the "Authority" shall mean the Monetary Authority of Singapore.
(2) With regard to the statement by the listing applicant's directors required in paragraph 5(a) of Part VI of the Fifth Schedule, the listing applicant's directors must state, without requiring a profit forecast, that in their reasonable opinion, the working capital available to the listing applicant, as at the date of lodgement of the offer document is sufficient for the present requirements and for at least 12 months after listing.
(3) In addition to the statement by the listing applicant's directors required by Rule 407(2), the listing applicant's sponsor must state, without requiring a profit forecast, that in their reasonable opinion, the working capital available to the listing applicant, as at the date of lodgement of the offer document is sufficient for the present requirements and for at least 12 months after listing.
(4) It must include the following:
(a) A statement by the directors and vendors (where the issue involves the sale of vendor shares) in the form set out in Practice Note 12A.
(b) The board must comment on the adequacy and effectiveness of the issuer's internal controls (including financial, operational, compliance and information technology controls) and risk management systems. A statement on whether the audit committee concurs with the board's comment must also be provided. Where material weaknesses are identified by the board or the audit committee, they must be disclosed together with the steps taken to address them
(c) A statement by the issuer's audit committee that, after making all reasonable enquiries, and to the best of their knowledge and belief, nothing has come to the attention of the audit committee members to cause them to believe that the person appointed as the chief financial officer (or its equivalent rank) does not have the competence, character and integrity expected of a chief financial officer (or its equivalent rank) of a listed issuer.
(d) Where as required by any relevant law applicable to the issuer and/or any of its principal subsidiaries, any legal representative(s) (or person(s) of equivalent authority, however described) has been appointed or designated with sole powers to represent, exercise rights on behalf of, and enter into binding obligations on behalf of, the issuer or that principal subsidiary:
(i) Identity of the legal representative(s) (or person(s) of equivalent authority);
(ii) Powers and responsibilities of the legal representative(s) (or person(s) of equivalent authority);
(iii) Any risks in relation to the appointment, including concentration of authority and impediments to their removal; and
(iv) A description of the processes and procedures put in place to mitigate the risks in relation to the appointment and an opinion by the board on the adequacy of these processes and procedures.
(e) A statement by the issuer whether any of the independent directors of the issuer sits on the board of its principal subsidiaries that are based in jurisdictions other than Singapore.
(5) It must include on the front cover the following:
(a) the date of registration of the offer document, or in the case of a supplementary offer document or replacement offer document, the date of lodgement of the supplementary offer document or replacement offer document,
(b) the name of the corporation in respect of which the shares or units of shares, as the case may be, are being offered, its country of incorporation and the name of its sponsor,
(c) the following statements:
(i) This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax, or other professional adviser(s).
(ii) An application has been made for permission for the shares or units of shares to be listed for quotation on Catalist.
(iii) Companies listed on Catalist may carry higher investment risk when compared with larger or more established companies listed on the SGX Main Board. In particular, companies may list on Catalist without a track record of profitability and there is no assurance that there will be a liquid market in the shares or units of shares traded on Catalist. You should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with your professional adviser(s).
(iv) This offer is made in or accompanied by an offer document that has been registered by the Singapore Exchange Securities Trading Limited ("the Exchange") acting as agent on behalf of the Monetary Authority of Singapore ("the Authority").
(v) Neither the Authority nor the Exchange has examined or approved the contents of this document. Neither the Authority nor the Exchange assumes any responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document. The Exchange does not normally review the application for admission but relies on the sponsor confirming that the listing applicant is suitable to be listed and complies with the rules. Neither the Authority nor the Exchange has in any way considered the merits of the shares or units of shares being offered for investment.
(vi) The registration of this offer document by the Exchange does not imply that the SFA, or any other legal or regulatory requirements, or requirements under the Exchange's listing rules, have been complied with.
(vii) Acceptance of applications will be conditional upon issue of the shares or units of shares and upon listing of all the issued shares or units of shares of the issuer. Monies paid in respect of any application accepted will be returned if the admission and listing do not proceed.
(viii) After the expiration of 6 months from the date of registration of this offer document, no person shall make an offer of securities, or allot, issue or sell any securities, on the basis of this offer document; and no officer or equivalent person or promoter of the entity or proposed entity will authorise or permit the offer of any securities or the allotment, issue or sale of any securities, on the basis of this offer document.
(6) If the offer document is a preliminary offer document lodged under section 240(2) of the SFA with the Exchange acting as agent of the Authority, it must meet the following requirements:
(a) The requirements in Rule 407(1) to (4), but the listing applicant may omit the information described in paragraphs 2 to 11 of the Second Schedule, Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018, where references therein to a "preliminary document" shall mean a reference to a "preliminary offer document".
(b) The requirements in Rule 407(5), except that the front page of the preliminary offer document must contain a statement in bold lettering that no offer or agreement shall be made on the basis of the preliminary offer document to purchase or subscribe for any securities to which the preliminary offer document relates. The statements in Rule 407(5)(c)(iv) and (vi) shall be replaced with the following statements respectively:
"This is a preliminary offer document and is subject to further amendments and completion in the offer document to be registered by the Singapore Exchange Securities Trading Limited ("the Exchange") acting as agent on behalf of the Monetary Authority of Singapore ("the Authority"). A person to whom a copy of this preliminary document has been issued shall not circulate it to any other person. A copy of this document has been lodged by the sponsor with the Exchange acting as agent on behalf of the Authority."
"The lodgement of this preliminary offer document with the Exchange does not imply that the SFA, or any other legal or regulatory requirements, or requirements under the Exchange's listing rules, have been complied with."
"This is a preliminary offer document and is subject to further amendments and completion in the offer document to be registered by the Singapore Exchange Securities Trading Limited ("the Exchange") acting as agent on behalf of the Monetary Authority of Singapore ("the Authority"). A person to whom a copy of this preliminary document has been issued shall not circulate it to any other person. A copy of this document has been lodged by the sponsor with the Exchange acting as agent on behalf of the Authority."
"The lodgement of this preliminary offer document with the Exchange does not imply that the SFA, or any other legal or regulatory requirements, or requirements under the Exchange's listing rules, have been complied with."
(7) If, after the registration of an offer document, a supplementary or replacement offer document is required, it must comply with the following requirements:
(a) at the beginning of a supplementary offer document, there shall be:
(i) a statement that it is a supplementary offer document;
(ii) an identification of the offer document it supplements;
(iii) an identification of any previous supplementary offer document lodged with the Exchange in relation to the offer; and
(iv) a statement that it is to be read together with the offer document it supplements and any previous supplementary offer document in relation to the offer;
(b) at the beginning of a replacement offer document, there shall be:
(i) a statement that it is a replacement offer document; and
(ii) an identification of the offer document it replaces; and
(c) be lodged under section 241(1) of the SFA with the Exchange acting as agent on behalf of the Authority.
(8) The Exchange may exempt any person or any offer document from any requirement in the Rules relating to the form or content of an offer document, subject to such conditions or restrictions as may be determined by the Exchange. An exemption will not be granted unless the Exchange is of the opinion that:
(a) the cost of complying with the requirement in respect of which exemption has been applied for outweighs the resulting protection to investors; or
(b) it would not be prejudicial to the public interest if the requirement in respect of which exemption has been applied for were dispensed with.
Refer to Practice Note 4B — General Requirements for Lodgement or Submission of Documents.
Amended on 31 January 200831 January 2008, 29 September 201129 September 2011, 1 January 20191 January 2019 and 7 February 20207 February 2020.