Part IX Methods of Offering

General

230

An offering of securities for subscription or sale must include a public subscription tranche. In addition to the public subscription tranche, an issuer may also distribute its securities either by way of a placement, or book-building, or by a combination of these methods, subject to compliance with the listing rules and such other conditions as the Exchange may consider appropriate.

Amended on 2 May 2017 2 May 2017.

Placing or Offer for Subscription

231

The issuer must issue a prospectus or offering memorandum, in connection with an offering of securities for subscription or sale. The prospectus or offering memorandum must comply with Chapter 6.

Placement Tranche

232

The issue manager, underwriter, lead broker, distributor, or any of their connected clients (as defined in Rule 240) or their discretionary managed portfolios (whether proprietary or not) must not be allocated or allotted more than 25% of the securities made available for placement by each of them respectively. Any allocation or allotment to such parties must be disclosed in the form specified in Rule 240. This rule does not apply to securities taken up pursuant to an underwriting or sub-underwriting agreement.

Amended on 2 May 2017 2 May 2017.

Public Subscription Tranche

233

Where an invitation involves a public subscription tranche, the following rules apply to allocation and allotment of securities in this tranche:—

(1) The basis of allocation and allotment to investors must be fair and equitable.

(2) The balloting procedures must be clearly spelt out and strictly adhered to. Unsuccessful applicants must be notified, and the application money must be returned, within 24 hours of the balloting.

(3) In respect of applications which have been balloted but subsequently rejected, the reasons for rejection must be clearly stated.

(4) In respect of applications which have been partially successful, the balance of the application money must be refunded in the shortest possible time.

Amended on 2 May 2017 2 May 2017.

233A

(1) The issuer shall ensure that a minimum of 5% of the number, or S$50 million in value, of the securities offered for subscription or sale, whichever is lower, is allocated to the public subscription tranche.

(2) Where the subscription or sale of securities in the public subscription tranche do not meet the relevant threshold prescribed in Rule 233A(1) at the close of the offering of securities for subscription or sale, the issuer may reallocate the securities that are not subscribed or sold from the public subscription tranche to the placement tranche.

Added on 2 May 2017 2 May 2017.

Preferential Allotment of Reserved Securities

234

The issuer may reserve up to 10% of the offered securities for allocation and allotment to its employees, directors, customers, suppliers and persons who have contributed to the success of the issuer.

Amended on 29 September 2011 29 September 2011.

Introduction

235

An issuer may apply for listing of its securities by way of introduction without any offer being made of its securities for subscription or sale, if it complies with the relevant shareholding spread requirements.

236

An introduction will normally be appropriate in the following circumstances:—

(1) where the securities for which listing is sought are already listed on another stock exchange;

(2) where the securities of an issuer are distributed in specie to its shareholders or to the shareholders of another listed issuer; or

(3) where a holding company is formed and its securities are issued in exchange for those of one or more listed issuers.

237

An introduction may not be permitted if an issuer has carried out any fund raising activities in Singapore within six months before its listing application. An issuer is also not permitted to carry out any fund raising activities in Singapore within three months after its listing.

238

The applicant must issue an introductory document in connection with an introduction. The introductory document must comply with the Exchange's requirements set out in Chapter 6. The Exchange may modify or waive any particular requirement if it considers it appropriate.

Underwriting

239

An issue of securities in connection with a listing on the Exchange can be made with or without it being underwritten. An issuer which proposes to make an issue without underwriting should consult the Exchange as early as possible.

Disclosure of Subscription

240

(1) If any of the following persons acquires an interest (whether directly or through a nominee) in the securities being marketed, their respective aggregate interest and the circumstances resulting in the acquisition of the interest must be announced before listing of the issuer's securities:—

(a) each director and his associates;

(b) each substantial shareholder and his associates;

(c) the issue manager and its connected clients;

(d) the underwriter and its connected clients;

(e) the lead broker and its connected clients; and

(f) any distributor and its connected clients.

(2) The disclosure required by Rule 240(1) must be made to the best of the issue manager's knowledge and belief, having taken all reasonable steps and made all reasonable enquiries.

(3) A "connected client" means:—

(a) a director or substantial shareholder of the issue manager, underwriter, lead broker or distributor;

(b) a spouse, infant child or step child of any person in (a);

(c) a person in the capacity of trustee of a private or family trust (other than a pension scheme) the beneficiaries of which include any person in (a);

(d) a relative of any person in (a) whose account is managed by the issue manager, underwriter, lead broker or distributor in pursuance of a discretionary managed portfolio agreement; or

(e) a company which is a member of the same group of companies as the issue manager, underwriter, lead broker or distributor.

Issue Price

241

The issue price of the equity securities (other than convertible equity securities) offered for subscription or sale, for which a listing is sought, must be at least S$0.50 each.

Amended on 10 August 2012 10 August 2012.

Offer Period

242

An issuer offering equity securities for subscription or sale must keep the offer open for at least 2 market days (excluding the date of commencement of offer). The Exchange may allow a shorter period for a secondary listing involving an offer of shares.