Guidance on Conduct of General Meetings
MAS has worked with Accounting and Corporate Regulatory Authority (ACRA), Singapore Exchange Regulation (SGX RegCo) and other government ministries to introduce legislative provisions to provide legal certainty to enable listed and non-listed entities to hold general meetings that comply with the Ministry of Health’s safe distancing measures.
These legislative provisions will cease on 1 July 2023. ACRA and MAS are working on legislative amendments to provide companies, variable capital companies and business trusts with the option to conduct general meetings by electronic means after these Covid legislative provisions cease. Listed entities will have to observe SGX’s guidance on the holding of general meetings.
Extension of Time
For Holding Annual General Meetings
To enable listed issuers to have more time to implement alternative arrangements (such as virtual general meetings), MAS, ACRA and SGX RegCo granted a two-month extension to all listed issuers (including REITs and registered business trusts) with financial year-end on or before 31 March 2020 to hold their AGMs.
For Releasing Unaudited Financial Statements
Due to the elevated safe distancing measures, listed issuers have faced difficulties in preparing unaudited full-year financial statements within 60 days of the financial year-end. Recognising the difficulties faced by issuers, SGX RegCo, in consultation with MAS has announced an automatic time extension to issuers to release their unaudited financial statements for the full financial year ended 29 February 2020, 31 March 2020 or 30 April 2020.
Enhanced Share Issue Limit for Mainboard Issuers
To support issuers amid the challenging business and economic climate due to COVID-19 and accelerate fund-raising efforts, SGX RegCo has, in consultation with MAS, allowed Mainboard issuers to seek an enhanced share issue limit from their shareholders for pro-rata issuances of shares and convertible securities of up to 100% of its share capital (compared to 50% previously).
The Enhanced Share Issue Limit is effective from 8 April 2020 and issuers will have up to 31 December 2021 to seek or renew a general mandate for the Enhanced Share Issue Limit.
Electronic Dissemination of Rights Issue and Take-over Documents
On 6 May 2020, MAS, the Securities Industry Council and 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. The measures enable rights issues and take-over or merger transactions to take place while reducing the manpower needed to be physically present at workplaces to prepare, print and deliver a large number of offer documents.
The measures will be in place until they are revoked or amended. To provide certainty to listed issuers and relevant parties, at least six months’ advance notice will be given before the measures cease to be available.