SGX revamps disclosure rules

Interested person transactions below $100,000 will no longer be exempted from announcements or shareholder vote.

The Singapore Exchange (SGX) is proposing to revise disclosure requirements under its listing rules.

SGX added requirements to rules on secondary fund-raising, interested person transactions (IPT), and significant transactions and loans.

For secondary fundraising, additional requirements include additional upfront and prominent disclosure of the discount, ratio, and other principal terms for rights issues, and a directors' statement on why the rights issue is in the best interest of the issuer.

Fundraisers will also be required to provide disclosure of the user of proceeds and intended use of the unused amount if a rights issue takes place within a year and specify fund usage if they were marked for “general working capital purposes."

For IPTs, interested person transactions below $100,000 will no longer be exempted from announcements or shareholder vote.

Firms will also be required to give additional disclosure on the nature of the relationship with the interested person and to identify the relevant director, CEO, or controlling shareholder that will be covered by the IPT.

For significant transactions and loans, additional disclosures for loans that are not part of the issuer’s ordinary course of business will be required.

Parties will also need to explain on why no valuation was done for an acquisition or disposal of assets that is a major transaction except if the transaction involved shares and hire a "competent and independent" valuer for their asset disposal.

The public can submit feedback on the proposed Listing Rule changes till 12 January 2018.
If adopted, SGX expects to implement the Listing Rule changes in 2018.