Jurisdiction - Singapore
Reports and Analysis
Singapore – Key Issues For Your Business In 2015: Capital Markets

9 March, 2015

 

Legal News & Analysis – Asia Pacific – Singapore  Capital Markets

 

Minimum Trading Price Of SGD 0.20 For SGX-ST Mainboard Issuers


With effect from 1 March 2016, issuers listed on the SGX-ST Mainboard (including REITs and business trusts but excluding companies with secondary listings) will be required to meet a Minimum Trading Price (“MTP”). Issuers which fail to record a volume-weighted average price (“VWAP”) of at least SGD 0.20 over a preceding 6-month period will be placed on the SGX-ST watch-list. SGX-ST will publish the 6-month VWAP of issuers on the SGX website. Mainboard issuers will be assessed for compliance on a quarterly basis (ie on the first market day of March, June, September and December every year). SGX-ST is giving issuers a 12-month transition period before effecting the MTP requirement. The first quarterly review date will be on 1 March 2016.


Issuers should undertake remedial measures to avoid being placed on the watch-list. In order to comply with the MTP requirement, affected Mainboard issuers may consider undertaking share consolidation exercises, transferring to Catalist, or undertaking restructuring or other corporate actions, such as acquisition of businesses or reverse takeovers. Issuers which enter the SGX-ST watch-list will be given a 3-year cure period to comply with the MTP requirement and exit the watchlist, failing which the SGX-ST may either remove them from the Official List, or suspend trading of the listed securities with a view to delist them.


Reinforcing The SGX Listings And Enforcement Framework


In 2014, SGX and the Monetary Authority of Singapore (“MAS”) issued 2 consultation papers seeking feedback on proposals to reinforce the SGX listings and enforcement framework. In the SGX consultation paper issued in September 2014, SGX said that it is proposing to amend the proposed rule amendments to effect these measures in the first quarter of 2015, subject to approval by MAS.


If implemented, SGX’s administrative and enforcement powers against listing rule breaches will be strengthened and three independent committees (namely, the Listings Advisory Committee, Listings Disciplinary Committee and Listings Appeals Committee) will be established.

 

Poll Voting And Disclosure Of Voting Outcomes


With effect from 1 August 2015, all primary-listed issuers on the SGX-ST are to conduct the voting of all resolutions by poll rather than by show of hands, and to promptly announce relevant details of the voting outcomes of a general meeting. These rules were introduced with a view to enhancing transparency of the voting process and encourage greater shareholder participation. Immediately after each general meeting and before the commencement of the pre-opening session on the market day following the general meeting, the issuer must announce whether the resolutions put to a general meeting of an issuer were passed disclosing the prescribed information set out in the new rules.


Multiple Proxies


Amendments to the CA which affect listed companies also include the introduction of the multiple proxies regime and the revision in the cut-off time for the filing of proxies prior to shareholders’ meetings.


Under the new multiple proxies regime, specified intermediaries such as banks, the CPF board and capital markets services licence holders which provide custodial services (collectively, the “relevant intermediaries”) will be allowed to appoint more than 2 proxies to attend and vote at general meetings. Proxies appointed by relevant intermediaries shall each have the right to vote on a show of hands or on a poll with respect to the rights attached to shares held by them, as if they were holding such shares in their own name. This will in effect give recognition to the votes by indirect investors at shareholders’ meetings.


In view of the increased number of proxies who may be appointed by the relevant intermediaries, the cut-off time for the submission of proxy forms will be revised from the current 48 hours to 72 hours prior to shareholders’ meetings.


Companies will need to amend their constitutive documents to take into account the above as well as other changes introduced by the CA Amendment Act.


Product Highlights Sheet For Offers Of Debt Securities, Hybrid Instruments And Equity Securities


Since October 2010, MAS has had in place guidelines requiring the preparation of a Product Highlights Sheet (“PHS”) for offers of debentures in the form of debentures or units of debentures issued pursuant to a securitisation transaction and structured notes, and unlisted collective investment schemes and exchangetraded funds, where these are made in or accompanied by a prospectus.


To facilitate better understanding of prospectuses by investors, MAS issued guidelines in February 2015 for offers of:

 

  • plain vanilla debentures (“Debt Securities“);
  • preference shares, perpetual securities or convertible bonds (“Hybrid Instruments“); and
  • ordinary shares, real estate investment trust (“REIT”) units or business trust (“BT”) units (“Equity Securities”).

 

A PHS is required:

 

  • where offers of Debt Securities, Hybrid Instruments and Equity Securities are made in or accompanied by a prospectus; or
  • where offers of Debt Securities and Hybrid Instruments are made in or accompanied by an offer information statement (“OIS”).

When an offer requiring a PHS is made, the PHS should, together with the prospectus or OIS, be given or made available online to investors.


The guidelines will apply to offers of Debt Securities, Hybrid Instruments and Equity Securities for which prospectuses or OIS (where applicable) are submitted or lodged with MAS on or after 1 July 2015.

 

Rajah & Tann

 

For further information, please contact:

 

Evelyn Wee, Partner, Rajah & Tann
evelyn.wee@rajahtann.com

 

Rajah & Tann Capital Markets Practice Profile in Singapore

 

Homegrown Capital Markets Law Firms in Singapore

 

International (with Local Law Capabilities) Capital Markets Law Firms in Singapore

 

International Capital Markets Law Firms in Singapore

Comments are closed.