SGX Regco extends availability of the enhanced share issue limit for mainboard issuers

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SGX Regco extends availability of the enhanced share issue limit for mainboard issuers


A photo of Singapore SGX Centre



Published: 31 March 2021 



 

The Singapore Exchange Regulation (“SGX Regco”) has announced on 16 March 2021 that the expiry date of the Enhanced Share Issue Limit (as defined below) for Mainboard issuers has been extended.

Previously, the SGX Regco had announced on 8 April 2020 that it will provisionally enable Mainboard issuers to seek a general mandate for an issue of pro-rata shares and convertible securities of up to 100% of its share capital (excluding treasury shares and subsidiary holdings in each class) (“Enhanced Share Issue Limit”), an increase from the original limit of 50%. It was announced that the Enhanced Share Issue Limit would be in force until 31 December 2021.

On 16 March 2021, the SGX Regco made a further announcement to extend the expiry date of the Enhanced Share Issue Limit. Issuers will now have up to 31 December 2021 to seek or renew a general mandate for the Enhanced Share Issue Limit, which will expire at the conclusion of the next annual general meeting (“AGM”) or on the date by which the next AGM is required by law or the Listing Rules to be held, whichever is the earliest (“Expiry Date”).

The Enhanced Share Issue Limit is subject to certain conditions, including the following:

  • issuers will need to seek shareholders’ approval for the Enhanced Share Issue Limit by way of an ordinary resolution, either by obtaining or renewing a general mandate for the Enhanced Share Issue Limit at their AGM, or by convening an extraordinary general meeting;
  • the Board of Directors must give a confirmation to SGX RegCo that the Enhanced Share Issue Limit is in the interest of the issuer and its shareholders; and
  • the issuer must disclose the following in the notice of general meeting at which a general mandate for an Enhanced Share Issue Limit is proposed to be sought or renewed:
    • why the Board of Directors is of the view that the Enhanced Share Issue Limit is in the interest of the issuer and its shareholders and their basis for forming such views; and
    • that the Enhanced Share Issue Limit will expire at the conclusion of the next AGM, or on the date by which the next AGM is required by law or the Listing Rules to be held, whichever is the earliest.

For the avoidance of doubt, the limit on the aggregate number of shares and convertible securities issued other than on a pro rata basis remains at not more than 20%. The Enhanced Share Issue Limit also does not apply to issuers listed on Catalist.

For more information, please see the announcement released by the SGX Regco here: https://www.sgx.com/media-centre/20210316-sgx-regco-allows-mainboard-issuers-31-dec-2021-seek-or-renew-enhanced-share


Disclaimer: This update is provided to you for general information and should not be relied upon as legal advice. The editor and the contributing authors do not guarantee the accuracy of the contents and expressly disclaim any and all liability to any person in respect of the consequences of anything done or permitted to be done or omitted to be done wholly or partly in reliance upon the whole or any part of the contents.


Tan Min Li legal Partner at CNPLaw LLP image
Partner

    Min-Li’s principal areas of expertise are in corporate and financial services. For 2018 and 2019, she was recognised as Singapore’s Top 100 private practice lawyers by Asia Business Law Journal. For 2021, She is rated as “Highly Regarded”, ranked as a “Distinguished Practitioner” and “Recommended” for Capital Markets by IFLR1000, Asialaw Leading Lawyers and The Legal 500 Asia Pacific respectively.



    Ge Xiaomeng 1
    Partner

      Xiaomeng’s practice is focused on corporate finance, M&A and general corporate advisory. Before joining CNP, she started practice in a leading corporate law firm in Singapore. She is fluent in the Chinese language and has been involved in cross-border transactions in the PRC (including Hong Kong), Indonesia, Malaysia, Japan and Australia.



      Timothy Tan Associate at CNPLaw

        Associate
        Timothy is an Associate in the Corporate Finance practice group. His main areas of practice include corporate finance, equity capital markets, and general corporate advisory. He has been involved in preparing commercial agreements and general corporate contracts.


        Having handled transactions for numerous local and foreign companies across Asia, extending across a wide range of businesses and industries, we have accumulated significant experience advising on an extensive range of corporate finance transactions. This includes: Initial Public Offerings (IPOs) Right issues Private placements Convertible bonds issues Warrants issues Capitalisation issues Privatisations Takeovers and reverse takeovers Share buybacks Interested person transactions Employee share option schemes and performance share schemes Compliance with the requirements of the Singapore Exchange




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