RES 4 – Rules, Ethics and Skills for Corporate Finance

Correct: The corporation is required to make an announcement on SGXNET using the prescribed template as soon as practicable, but no later than the end of the business day following the day it was notified of the change. Since the notification was received on Tuesday, the deadline is the end of the business day on Wednesday.

Incorrect: The suggestion to wait for two business days is incorrect because the regulatory deadline for the corporation to announce the information is strictly the end of the next business day after notification. Using the company website or a general press release is insufficient because the regulations mandate the use of the SGXNET platform and specific disclosure templates. While the director has an initial duty to notify the company, the obligation to make the public announcement through the exchange’s system rests with the listed corporation itself once it has been informed.

Takeaway: Listed corporations must announce changes in director or substantial shareholder interests via SGXNET no later than the end of the business day following the receipt of the notification.

Correct: Statement I is correct because an issuer suspended due to concerns about its ability to continue as a going concern must provide a plan to the exchange to resume trading within a 12-month window. Statement III is correct because once the exchange has reviewed the proposal and issued a notice of no objection, the issuer is required to fully execute that plan within a six-month period.

Incorrect: Statement II is incorrect because while there are strict deadlines for the issuer to submit and implement proposals, the exchange is not bound by a specific regulatory timeframe to provide its response or decision on the submission. Statement IV is incorrect because the exchange possesses broad discretionary powers to forcibly delist a company without its consent if it fails to comply with listing rules or if it is in the interest of maintaining an orderly market.

Takeaway: Issuers suspended for financial viability reasons must meet specific deadlines for submitting and implementing resumption plans, though the exchange retains ultimate authority to delist them regardless of the company’s agreement. Therefore, statements I and III are correct.

Correct: For a voluntary offer, the minimum price must be at least the highest price paid by the offeror or any person acting in concert with it for voting rights of the target company during the offer period and within the three months prior to its commencement.

Incorrect: The requirement to look back at prices paid within the six months prior to the offer’s commencement applies specifically to mandatory offers, not voluntary ones. The restriction that consideration must be in cash or a cash alternative is also a specific requirement for mandatory offers, whereas voluntary offers have the flexibility to offer cash, securities, or a combination of both. Finally, the Code explicitly prohibits any conditions in a voluntary offer that rely on the subjective interpretation or judgment of the offeror, as this would create uncertainty for the target company’s shareholders.

Takeaway: Voluntary offers are distinguished from mandatory offers by a shorter three-month price look-back period and greater flexibility in the types of consideration that can be offered to shareholders.

Correct: Statement I is correct because issuers qualifying under the market capitalization test must adhere to a two-stage moratorium where promoters lock up all shares for six months and half for the following six months. Statement II is correct because Catalist rules apply a flat 12-month moratorium to all pre-IPO investors, regardless of their percentage stake. Statement IV is correct because indirect shareholdings held through a listed entity are specifically exempted from the standard moratorium undertaking requirements.

Incorrect: Statement III is incorrect because the numerical threshold to be classified as a controlling shareholder is 15% of the issued shares, not 12%. While a person can be a controlling shareholder if they exercise actual control, a 12% stake does not trigger the automatic classification.

Takeaway: Moratorium rules differ between listing boards and tests; notably, Catalist has stricter timelines for pre-IPO investors, while the Mainboard distinguishes based on the specific profit or market capitalization test met. Therefore, statements I, II and IV are correct.

Correct: Statement I is correct because a company must have been listed on the Catalist board for a minimum period of at least two years before it is eligible to transfer to the Mainboard. Statement II is correct because the listing rules specifically require that shareholders approve the transfer through the passing of a special resolution. Statement III is correct because for a primary listing, financial statements prepared in accordance with US GAAP or International Financial Reporting Standards do not require reconciliation to Singapore Financial Reporting Standards.

Incorrect: Statement IV is incorrect because promoters are prohibited from selling vendor shares during an initial public offering if their aggregate shareholding would fall below 50% of the post-offering issued share capital, not a 30% threshold.

Takeaway: A successful transfer from Catalist to the Mainboard requires meeting specific time-based eligibility, obtaining high-level shareholder consent, and ensuring promoters maintain a majority stake post-offering. Therefore, statements I, II and III are correct.

Correct: Statement I is correct because broker/dealer companies serve as intermediaries that facilitate market transactions and manage debt issuance programmes. Statement IV is correct because credit rating agencies are required to follow a specific Code of Conduct to ensure the reliability of the ratings they provide to market participants.

Incorrect: Statement II is incorrect because finance companies are generally exempt from the requirement to hold a Capital Markets Services licence for regulated activities that are not prohibited under their own governing legislation. Statement III is incorrect because the Monetary Authority of Singapore is the statutory regulator that oversees the Singapore Exchange, not the other way around.

Takeaway: The Singapore regulatory framework relies on the Monetary Authority of Singapore as the statutory regulator and the Singapore Exchange as a frontline regulator, with specific exemptions provided to finance companies. Therefore, statements I and IV are correct.

Correct: To enable individual bondholders to enforce their rights directly against the issuer as the depository will not take enforcement action is the right answer because the Central Depository (Pte) Limited (CDP) acts as the legal owner of the global note but does not enforce bondholders’ rights. The Deed of Covenant provides the necessary legal link for account holders to pursue claims.

Incorrect: The statement regarding the trustee is wrong because the Deed of Covenant is required by CDP even when a trust structure is in place, specifically to protect account holders’ direct enforcement rights. The statement about appointing the depository as a paying agent is wrong because the Depository Services Agreement handles the appointment of the depository, while paying agents are appointed via separate agency agreements. The statement about indemnifying the depository is wrong because such indemnities are typically found in the agency or service agreements between the issuer and the agent, not in a deed in favor of bondholders.

Takeaway: A Deed of Covenant is essential in CDP-cleared issues to ensure that the ultimate investors have the legal power to sue the issuer directly if needed.

Correct: Statement II is correct because all debts owed to the group by directors, substantial shareholders, and their controlled companies must be settled before the listing takes place. Statement III is correct because Catalist rules require at least 15% of the post-offering issued share capital to be held by the public, with a minimum of 200 public shareholders. Statement IV is correct because when general meetings are held outside Singapore, the issuer must provide arrangements such as a webcast or video conference to allow Singapore-based shareholders to follow the proceedings.

Incorrect: Statement I is incorrect because Catalist does not impose any minimum operating track record, profit, or share capital requirements; instead, the responsibility for assessing and determining suitability for listing lies with the Catalist sponsor.

Takeaway: Catalist is a sponsor-led board that prioritizes the sponsor’s assessment of suitability over fixed financial track records, while maintaining specific standards for public float and shareholder accessibility. Therefore, statements II, III and IV are correct.

Correct: Statement I is correct because cash companies are required to safeguard their liquid assets by placing 90% of cash and short-dated securities in an escrow account managed by an approved agent. Statement III is correct because key insiders, including directors and controlling shareholders, must provide contractual undertakings to not dispose of their interests during the transition period to ensure management stability and commitment.

Incorrect: Statement II is incorrect because while asset valuations and cash utilization must be reported to the market monthly, updates regarding milestones for acquiring a new business are only required on a quarterly basis. Statement IV is incorrect because although a company failing to meet listing requirements must provide a reasonable exit alternative (usually cash), the timeframe for this offer is within 6 months of the delisting trigger, not 3 months.

Takeaway: Cash companies must adhere to strict asset preservation rules and specific reporting timelines, including escrow requirements and insider moratoriums, to protect shareholders while seeking a new business acquisition. Therefore, statements I and III are correct.

Correct: Statement I is correct because companies from jurisdictions classified as Developed Markets by both MSCI and FTSE are generally not subject to additional continuing listing obligations by the SGX-ST, provided they meet basic reporting and certification requirements. Statement III is correct because an introduction is a specific listing method where no shares are offered to the public, which is appropriate for companies that already have a sufficient shareholding spread and do not require immediate fund-raising.

Incorrect: Statement II is incorrect because the regulations require that any listing on the Catalist board must be a primary listing, not a secondary listing. Statement IV is incorrect because companies seeking a secondary listing on the Mainboard are specifically exempted from the provisions relating to the moratorium of promoters’ shareholdings, although they must meet other listing criteria.

Takeaway: A key distinction in Singapore listings is that while the Mainboard allows both primary and secondary listings, the Catalist board is reserved for primary listings only, and secondary listings enjoy specific exemptions from promoter moratorium rules. Therefore, statements I and III are correct.

Correct: Seeking a waiver is the appropriate action because the regulator typically grants dispensations when a lender acquires a controlling stake through the enforcement of security, provided the loan was an arm’s length transaction and foreclosure was not expected when the shares were pledged.

Incorrect: The suggestion that financial institutions have an automatic exemption is incorrect because the regulator must verify that the security was not taken as a tactic to avoid the Code. The claim that enforcement requires a mandatory offer is wrong because specific dispensations exist for lenders to prevent penalizing them for standard commercial defaults. The idea that appointing a liquidator removes the obligation is incorrect because the Code’s provisions apply when the lender takes control, regardless of subsequent management choices.

Takeaway: Lenders can avoid a mandatory offer obligation when enforcing security if the pledge was a genuine commercial arrangement and not a pre-planned attempt to gain control of the company.

Correct: A Scheme of Arrangement requires a dual-threshold approval at the meeting: a majority in the number of members present and voting (the headcount test) and at least 75% in the value of the shares voted. This ensures that the proposal has broad support across the shareholder base before it is sent for court sanction.

Incorrect: The option suggesting a simple majority of members and 50% in value is incorrect because this lower threshold applies to the sale of a company’s business and assets, not a scheme of arrangement. The option requiring 75% in the number of members is wrong because the 75% requirement specifically applies to the value of the shares, while the headcount only requires a simple majority. The option mentioning a 90% value threshold is incorrect as the 90% figure relates to the threshold for compulsory acquisition of minority shares rather than the approval of a scheme.

Takeaway: To successfully execute a Scheme of Arrangement, an acquirer must satisfy both a majority in the number of voting members and a 75% majority in the value of the shares voted.

Correct: The Subscription Agreement to formalize the commitment to issue and subscribe for the bonds is the right choice because it is the formal contract signed once due diligence is finished and the price is fixed. It establishes the legal obligation for the issuer to issue the bonds and for the managers to subscribe for them.

Incorrect: The Mandate Letter is wrong because it is a document produced at the start of the transaction to set initial terms and organize the syndicate before due diligence begins. The Trust Deed is wrong because its purpose is to create the trust and define the trustee’s duties rather than the commercial subscription terms between the issuer and the managers. The Offering Memorandum is wrong because it is a disclosure document used to provide information to investors so they can decide whether to buy the bonds, not a contract for the managers to subscribe.

Takeaway: The Subscription Agreement is the primary contract between the issuer and the managers that is executed only after pricing and due diligence are finalized.

Correct: Statement I is correct because for a voluntary delisting to proceed, it must be approved by a supermajority of at least 75% of the votes cast by shareholders who are present and voting at the general meeting. Statement II is correct because the listing rules provide a specific protection for minority shareholders, whereby the delisting cannot proceed if 10% or more of the votes cast at the meeting are against the resolution. Statement III is correct because the company is mandated to appoint an Independent Financial Adviser (IFA) to evaluate the exit offer and provide a professional opinion to the shareholders on whether the offer is fair and reasonable.

Incorrect: Statement IV is incorrect because the required duration for the exit offer depends on the timing of the offer letter. If the exit offer letter is dispatched to shareholders on the same date as the circular for the meeting, the offer must remain open for at least 14 days after the announcement of the shareholder approval, not 21 days. The 21-day requirement only applies if the offer letter is sent after the shareholder approval has already been obtained.

Takeaway: A voluntary delisting requires a high approval threshold (75%) and can be blocked by a relatively small minority (10%), while also requiring an independent expert’s assessment of the exit offer to protect shareholder interests. Therefore, statements I, II and III are correct.

Correct: Proving that an investor suffered actual loss or damage as a result of a false or misleading statement is the fundamental requirement for a civil liability claim. While criminal liability requires the defect to be materially adverse from the investor’s point of view, the statutory framework for civil liability does not include a concept of materiality, focusing instead on the resulting loss.

Incorrect: The requirement for a statement to be materially adverse is a condition for criminal liability, not civil liability. The requirement to prove that a statement was made intentionally or recklessly is a condition for the criminal prosecution of certain professionals like issue managers or underwriters, but it is not the standard for a general civil claim for compensation. The statutory time limit for commencing a civil action for compensation is six years from the date the cause of action arose, not three years.

Takeaway: For civil liability regarding a defective prospectus, the claimant must prove they suffered a loss, but they are not required to prove that the false statement or omission was material.

Correct: Notifying the company of the shareholding in the listed company within two business days while excluding the subsidiary holdings is correct because a CEO who is not a director of a Singapore-incorporated listed company is only required to disclose interests in the listed company itself. Unlike directors, such CEOs are not required to disclose interests in related corporations or collective investment schemes.

Incorrect: The option suggesting disclosure of both the company shares and the subsidiary debentures is wrong because the obligation to disclose interests in related corporations applies to directors of Singapore-incorporated listed companies, not to CEOs who do not hold a directorship. The option regarding the 5% threshold is wrong because directors and CEOs must disclose any interest or change in interest regardless of the size of the holding; the 5% rule applies to substantial shareholders. The option regarding the 15%, 30%, 50%, or 75% thresholds is wrong because these specific levels apply only to shareholders of a trustee-manager of a listed business trust.

Takeaway: Directors of Singapore-listed companies must disclose interests in related corporations, but CEOs who are not directors are only required to disclose interests in the listed company itself.

Correct: The statement regarding internet publication is incorrect because offering marketing materials inviting applications or making offers to the public cannot be posted on the internet before the prospectus has been registered with the regulator. Simply lodging a preliminary prospectus is not sufficient to allow for internet-based marketing.

Incorrect: The statement about cinema advertisements is correct because the rules specify that if marketing material is only in visual form, the required legend must be displayed for at least five seconds. The statement regarding the issue manager’s responsibilities is correct because they must ensure that the issuer’s directors appreciate their responsibilities and are capable of honoring their obligations under the listing rules. The statement about the preliminary prospectus is correct because it must contain a bold statement clarifying that no offer or agreement to purchase securities can be made based on that document.

Takeaway: Offering marketing materials may only be posted on the internet after the prospectus is registered, and all advertisements must comply with specific legibility, audibility, and disclosure requirements.

Correct: Statement I is correct because investment fund issuers are required to disclose a list of all investments that exceed 5% of their gross assets, including details such as cost and valuation. Statement II is correct because the regulations require an analysis of both realized and unrealized surpluses, specifically separating profits and losses between listed and unlisted investments. Statement III is correct because the annual report must identify the investment manager and adviser, including their appointment terms and the basis for their compensation.

Incorrect: Statement IV is incorrect because while listed issuers are encouraged to follow the specific Guide for Operating and Financial Review when preparing their performance review, it is not a mandatory requirement under the listing rules.

Takeaway: Investment fund issuers must provide detailed transparency regarding their largest holdings, profit/loss sources, and management fee structures to ensure investors can assess the fund’s performance and governance. Therefore, statements I, II and III are correct.

Correct: Statement I is correct because the exchange requires that profit tests be based on core operating performance, meaning one-off or non-recurring items must be removed to show a sustainable track record. Statement II is correct because the rules mandate that any personal or related-party debts from directors or major shareholders must be cleared prior to listing to ensure a clean financial position and prevent conflicts of interest.

Incorrect: Statement III is incorrect because while revaluation surpluses for fixed assets like plant and equipment can be recorded in the books, they are specifically prohibited from being used to inflate the net tangible assets per share for listing purposes. Statement IV is incorrect because there is a specific cap of 5% on the amount of pre-IPO public shareholding that can be counted toward the required public float; it is not an unlimited inclusion.

Takeaway: Listing applicants must demonstrate a clean financial track record by excluding non-recurring income, settling related-party debts, and adhering to strict limits on how public float and asset values are calculated. Therefore, statements I and II are correct.

Correct: The issuer is required to keep the IPO offer period open for a minimum of two market days, excluding the date the offer commences. Once the offer period concludes, the issuer must promptly announce the results, including the level of subscription, the subscription rate, and the specific basis on which shares were allocated and allotted to investors.

Incorrect: The option suggesting the offer can be closed after one market day is incorrect because the regulations mandate a minimum of two market days to ensure fair access for investors. The option regarding submitting documents after trading has commenced is wrong because compliance documents must be submitted to the exchange after the IPO closes but strictly before trading begins. The suggestion to commence the offer immediately after lodgement is incorrect because the issuer must wait for the regulatory authority to formally register the prospectus before the IPO can start.

Takeaway: An IPO must remain open for at least two market days, and the issuer must provide a detailed public announcement regarding the subscription results and allocation basis immediately after the offer period ends.