Part IV Issue Managers, Issuer's Directors and Issuer's Executive Officers
Issue Manager's Functions
An applicant must appoint an issue manager who will act as the sponsor for and manage the applicant's listing on the Exchange.
An issue manager must be able to give the applicant impartial and competent advice and must have the necessary experience to discharge its professional duties as an issue manager fully and professionally.
The issue manager is responsible for preparing the applicant for a new listing (including an initial public offering, a listing by way of an introduction or a reverse takeover).
Independence of Issue Managers
At least one issue manager must be independent of an applicant for a new listing (including an initial public offering, a listing by way of an introduction or a reverse takeover).
The Exchange retains the discretion to deem an issue manager independent or otherwise. In determining whether an issue manager is independent, the Exchange will have regard to the matters set out in Practice Note 2.1A
Responsibilities of Issue Managers
An issue manager must:—(1) discharge its obligations with due care, diligence and skill;(2) in preparing an applicant for a new listing (including an initial public offering, a listing by way of an introduction or a reverse takeover),(a) be satisfied that:—(i) Rule 112A has been complied with;(ii) the applicant is suitable to be listed on SGX-ST;(iii) the applicant meets admission requirements;(iv) the applicant is set up sufficiently to comply with the continuing listing requirements;(v) where the applicant is a corporation, the applicant's directors appreciate the nature of their responsibilities and can be expected to honour their obligations under the Exchange's listing rules. In the case where the applicant is a REIT or a business trust, the same will apply to the directors of the applicant's REIT manager or trustee-manager, as the case may be; and(vi) the information and confirmation(s) submitted to the Exchange (which includes, where applicable, the confirmations set out in Rules 210(9)(c), 210(9)(g) and/or 246(4)) is complete and accurate in all material respects, and not misleading. If subsequently, the issue manager reasonably believes that the information provided does not meet this standard, it should notify the Exchange as soon as practicable, and correct the information;(b) conduct adequate due diligence on the applicant. The Exchange will have regard to the due diligence guidelines issued by The Association of Banks in Singapore when assessing the adequacy of due diligence conducted;(3) provide to the Exchange, as soon as practicable, any information or confirmation that the Exchange may require for the purposes of ensuring that the listing rules are complied with by the issue manager, the applicant and the directors and executive officers of the applicant, REIT manager or trustee-manager, as the case may be. Such information or confirmation shall be provided to the Exchange in such form and within such time as the Exchange may reasonably require;(4) inform the Exchange of all matters relevant to the listing application that should be brought to the Exchange's attention in a timely manner; and(5) notify the Exchange as and when there are significant changes to their corporate structure (whether due to mergers and acquisitions, resignation of key management personnel and/or staff of the team managing listing applications, or otherwise).
113(1) The requirement to have an issue manager ends once the issuer is admitted to listing, although it is recommended that the issuer retain the services of the issue manager for at least one year following its listing.(2) Regardless of whether an issuer continues the sponsorship after listing, it must comply with the following disclosure requirements:—(a) For two years after listing or such other time frame imposed by the Exchange, the issuer must prominently include a statement that the initial public offering of its shares was sponsored by [name of issue manager] in all announcements made by it (on SGXNET or otherwise) and in all information documents issued by it to shareholders.(b) Unless exceptional circumstances exist, "prominently" in Rule 113(2)(a) means in print no smaller than the main text of the announcement, and positioned on the front page of the announcement. However, the statement must not be drafted or positioned in such a way as to imply that the issue manager endorses the current transaction (unless the issue manager is involved in the transaction).(3) The sponsor is not required to be involved in all matters relating to the issuer's compliance with the listing rules. However, the Exchange encourages issuers to consider engaging their sponsors to assist them post listing.
Responsibilities of Issuer's Directors and Executive Officers
114(1) Each person who is, and who has consented to be, named in the prospectus, introductory document or circular to shareholders (in the case of a reverse takeover) as a director, executive officer, proposed director or proposed executive officer of the applicant or the enlarged group (in the case of a reverse takeover) (or where applicable REIT manager or trustee-manager), is responsible for ensuring that the information submitted to the Exchange in listing applications (including applications for an initial public offering, a listing by way of an introduction or a reverse takeover), pre-consultation applications, and SGXNET announcements, is complete and accurate in all material respects, and not misleading.(2) Such persons mentioned in Rule 114(1) must assist and facilitate the issue manager's conduct of due diligence in accordance with Rule 112B(2)(b).(3) The directors and executive officers of the issuer (or where applicable REIT manager or trustee-manager) following admission, are responsible for ensuring that the information submitted to the Exchange (including information submitted in all applications and information contained in all SGXNET announcements) is complete and accurate in all material respects, and not misleading.