Whole Section

  • Part II Circulars

    • 1202

      Each of the directors or vendors of an issuer is required to accept responsibility for the accuracy of the information in a circular sent to shareholders and a statement to that effect, as set out in Practice Note 12A, must be incorporated in the circular.

      Amended on 29 September 201129 September 2011.

    • 1203

      Any circular sent by an issuer to its shareholders must:

      (1) contain all information necessary to allow shareholders to make a properly informed decision or, if no decision is required, to be properly informed;
      (2) advise shareholders that if they are in any doubt as to any action they should take, they should consult independent advisers;
      (3) state that the Exchange takes no responsibility for the accuracy of any statements or opinions made or reports contained in the circular;
      (4) comply with specific circular requirements in the Listing Manual, for example:

      Corporate Action Rules requiring specific information to be disclosed in the circulars to the shareholders
      (a) Rights issues Appendix 8A
      (b) Bonus issues and subdivision of shares Rule 839
      (c) Issue of warrants and other convertible securities Rule 832
      (d) Employee share option schemes Rules 854, 855, 856, 857 and 860
      (e) Share buy-backs Rule 868
      (f) Scrip dividends Rule 861(1)
      (g) Interested person transactions Rules 920(1)(b) and 921
      (h) Significant transactions Rule 1014
      (i) Very substantial acquisitions or reverse takeovers Rule 1015(4)
      (5) include an appropriate statement if a person is required to abstain from voting on a proposal at a general meeting by a listing rule or pursuant to any court order. Such statement must set out that the issuer will disregard any votes cast on a resolution by the person required to abstain from voting by the listing rule or pursuant to a court order where such court order is served on the issuer;
      (6) include on the front cover the statement required by Rule 753(2); and
      (7) name the financial adviser appointed (if any) in the circular, and where required by SGX, include a responsibility statement from the financial adviser in respect of such information contained in the circular as required by SGX, as set out in Practice Note 12A.

      Amended on 29 September 201129 September 2011, 31 March 201731 March 2017 and 7 February 20207 February 2020.