On 6 May 2020, the Monetary Authority of Singapore (“MAS”), Securities Industry Council (“SIC”) and Singapore Exchange Regulation (“SGX RegCo”) introduced temporary measures to allow listed issuers and parties involved in rights issues and take-over or merger transactions the option to electronically disseminate offer documents through publication on SGXNet and their corporate websites. These measures will apply from 6 May 2020 to 30 September 2020. There will therefore be no need to despatch hardcopies of such offer documents as required under the Securities and Futures Act, the Singapore Code on Take-overs and Mergers and the SGX Listing Rules.
Under the temporary measures, issuers and parties who opt to disseminate their offer documents electronically must send:
- a hardcopy notification to shareholders with instructions on how they can access the electronic version of the offer documents; and
- the hardcopy application or acceptance forms to shareholders.
These requirements will ensure that shareholders continue to be informed of these significant corporate actions by mail during this time and facilitate their participation in the corporate actions.
Parties undertaking rights issues or take-over or merger transactions are also strongly encouraged to allow shareholders to apply and pay for the subscription of rights issues, accept offers and inspect documents through the internet. Details on these internet channels may be set out in the hardcopy notification provided to shareholders.
The temporary measures are effected through the Securities and Futures (Offers of Investments) (Temporary Exemption from Sections 277(1)(c) and 305B(1)(b)) Regulations 2020 for rights issues, and the adoption of alternative arrangements by SIC for take-over and merger transactions. SGX Listing Rules that require delivery of physical documents (e.g. SGX Listing Rule 1210 (Mainboard) and SGX Listing Rule 1207 (Catalist)) will also not be applicable during this period.
To provide guidance to issuers and their professional advisers on the publication of an electronic offer information statement and the inclusion of cautionary statements, MAS has also issued “Guidelines on the Securities and Futures (Offers of Investments) (Temporary Exemption from Sections 277(1)(c) and 305B(1)(b)) Regulations 2020”.
- MAS media release: Electronic dissemination of rights issue and take-over documents allowed until 30 September 2020
- Securities and Futures (Offers of Investments) (Temporary Exemption from Sections 277(1)(c) and 305B(1)(b)) Regulations 2020
- Guidelines on the Securities and Futures (Offers of Investments) (Temporary Exemption from Sections 277(1)(c) and 305B(1)(b)) Regulations 2020
- SIC public statement on despatch of take-over documents under the Singapore Code on Take-overs and Mergers
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