Electronic Dissemination of Rights Issue and Take-over Documents Allowed Until 30 September 2020
Singapore, 6 May 2020 …. The Monetary Authority of Singapore (MAS), the Securities Industry Council (SIC) and the Singapore Exchange Regulation (SGX RegCo) have today introduced temporary measures to allow with immediate effect until 30 September 2020This is aligned with the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, which allows listed issuers to conduct general meetings and provide documents relating to the meetings by electronic means from 27 March 2020 to 30 September 2020., 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. There is thus no need to despatch hardcopy Offer Documents as required under the Securities and Futures Act, the Singapore Code on Take-overs and Mergers, and the SGX Listing Rules.
2. The number of printers and mailing houses permitted to operate, and their manpower will continue to be restrictedOn 2 May 2020, the Multi-Ministry Taskforce on COVID-19 announced its intention to phase in the reopening of work premises while imposing more stringent safe distancing requirements on all firms to minimise risks of COVID-19 transmission at their workplaces.. The temporary measures to permit electronic dissemination will 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.
3. 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. They must also send 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. We also strongly encourage parties undertaking rights issues or take-over or merger transactions to allow shareholders to apply and pay for the subscription of rights issues, accept offers and inspect documents through the internetDetails on these internet channels may be set out in the hardcopy notification provided to shareholders..
4. The temporary measures are effected through the introduction of the Securities and Futures (Offers of Investments) (Temporary Exemption from Sections 277(1)(c) and 305B(1)(b)) Regulations 2020 by MASMAS has issued guidelines for these regulations. for rights issues and the adoption of alternative arrangements by the SIC for takeover and merger transactions. SGX Listing Rules that require delivery of physical documentsSee, Part IV of Chapter 12 of the SGX Listing Rules. For example, SGX Listing Rule 1210 (Mainboard) and SGX Listing Rule 1207 (Catalist) require issuers to send documents relating to rights issues and take-over offers to shareholders by way of physical copies. will also not be applicable during this period.