Chapter 13 Trading Halt, Suspension and Delisting
Part I Scope of Chapter
This Chapter sets out:—(1) the requirements relating to trading halt, voluntary suspension and withdrawal by the issuer from the Exchange's Official List; and(2) the powers of the Exchange with regard to trading halt, suspension and delisting of an issuer by the Exchange.
Part II Trading Halt and Voluntary Suspension
1302(1) The Exchange may at any time grant a trading halt to enable the issuer to disclose material information or suspend trading of the listed securities of an issuer at the request of the issuer. The Exchange is not required to act on the request.(2) The trading halt cannot exceed 3 market days or such short extension as the Exchange agrees.(3) A trading halt may be changed to a suspension by the Exchange at any time.
Part III Suspension of Trading
The Exchange may at any time suspend trading of the listed securities of an issuer in any of the following circumstances:—(1) If the percentage of an issuer's total number of issued shares excluding treasury shares held in public hands falls below 10%, as provided in Rule 723. In a take-over situation, where the Offeror succeeds in garnering acceptances exceeding 90% of the issuer's total number of issued shares excluding treasury shares, thus causing the percentage of an issuer's total number of issued shares excluding treasury shares held in public hands to fall below 10%, the Exchange will suspend trading of the listed securities of the issuer only at the close of the take-over offer;(2) Where there is a change in the issuer's assets that produces a situation where its assets consist wholly or substantially of cash or short-dated securities, as provided in Rule 1018;(3) Where the issuer is unable to continue as a going concern or unable to demonstrate to the Exchange and its shareholders that it is able to do so, including the following circumstances:(a) when an application is filed with a court to place the issuer (or significant subsidiary) under judicial management; or(b) when an application is filed with a court for the liquidation of the issuer (or significant subsidiary) and the amount of the debt alleged is significant; or(c) when the issuer is unable to reasonably assess its financial position and inform the market accordingly.(4) Where the issuer is unable or unwilling to comply with, or contravenes, a listing rule;(5) Where, in the opinion of the Exchange, it is necessary or expedient in the interest of maintaining a fair, orderly and transparent market;(6) Where, in the opinion of the Exchange, it is appropriate to do so; or(7) Where the Exchange releases an announcement in relation to the issuer which, in the opinion of the Exchange, is market sensitive.
If the trading of the listed securities of an issuer is suspended under Rule 1303(3), it must:—(1) submit a proposal (or proposals) to the Exchange with a view to resuming trading in its securities ("resumption proposals") within 12 months of the date of suspension. If no resumption proposals are received to enable trading to resume within 12 months of the date of suspension, the Exchange may remove the issuer from the Official List; and(2) implement the resumption proposals within 6 months from the date the Exchange indicates that it has no objection to the resumption proposals. If the resumption proposals have not been implemented within the 6 months, the Exchange may remove the issuer from the Official List. The issuer is expected to provide monthly valuation of its assets and utilisation of cash and updates of milestones in completing the relevant transactions to the market via SGXNET.
Part IV Delisting
The Exchange may remove an issuer from its Official List (without the agreement of the issuer) if:—(1) the issuer is unable or unwilling to comply with, or contravenes, a listing rule;(2) in the opinion of the Exchange, it is necessary or expedient in the interest of maintaining a fair, orderly and transparent market;(3) in the opinion of the Exchange, it is appropriate to do so;(4) the issuer has no listed securities; or(5) in relation to an issuer listed as a SPAC, any of the circumstances set out under Rules 210(11)(o) and (p) occurs.
Amended on 3 September 2021.
The Exchange may agree to an application by an issuer to delist from the Exchange if:—(1) the issuer convenes a general meeting to obtain shareholder approval for the delisting; and(2) the resolution to delist the issuer has been approved by a majority of at least 75% of the total number of issued shares excluding treasury shares and subsidiary holdings held by the shareholders present and voting, on a poll, either in person or by proxy at the meeting. The Offeror Concert Party Group must abstain from voting on the resolution.
1308(1) Rules 1307 and 1309 do not apply to a delisting pursuant to:—(a) a voluntary liquidation;(b) an offer under the Takeover Code provided that the offeror is exercising its right of compulsory acquisition; or(c) in relation to an issuer listed as a SPAC, any of the circumstances set out under Rules 210(11)(o) and (p).(2) Rule 1307 does not apply to a delisting pursuant to a scheme of arrangement.
If an issuer is seeking to delist from the Exchange:—(1) an exit offer must be made to the issuer's shareholders and holders of any other classes of listed securities to be delisted. The exit offer must:(a) be fair and reasonable; and(b) include a cash alternative as the default alternative; and(2) the issuer must appoint an independent financial adviser to advise on the exit offer and the independent financial adviser must opine that the exit offer is fair and reasonable.
Part V Watch-List
This Part applies to issuers listed on the SGX Mainboard, except for investment funds (whether constituted as collective investment schemes or otherwise), business trusts, global depository receipts, debt securities, structured warrants and companies with secondary listings on the Exchange.
The Exchange will place an issuer on the watch-list, if it records pre-tax losses for the 3 most recently completed consecutive financial years (based on audited full year consolidated accounts) and an average daily market capitalisation of less than S$40 million over the last 6 months.
Upon recording a pre-tax loss for the third and subsequent consecutive financial years (based on audited full year consolidated accounts), an issuer must immediately announce the fact through the SGXNet. The announcement must provide the information as set out in Appendix 13.1. This Rule does not apply to an issuer that is already placed on the watch-list.
If an issuer is placed on the watch-list, it must:—(1) immediately announce the fact through the SGXNet; and(2) for the period in which it remains on the watch-list, provide the market with a quarterly update on its efforts and the progress made in meeting the exit criteria of the watch-list, including where applicable its financial situation, its future direction, or other material development that may have a significant impact on its financial position. If any material development occurs between the quarterly updates, it must be announced immediately.
An issuer on the watch-list may apply to the Exchange to be removed from the watch-list if it records consolidated pre-tax profit for the most recently completed financial year (based on audited full year consolidated accounts) and has an average daily market capitalisation of S$40 million or more over the last 6 months.
An issuer must take active steps to meet the requirements of Rule 1314. If the issuer fails to comply with Rule 1314 within 36 months of the date on which it was placed on the watch-list, the Exchange may either remove the issuer from the Official List, or suspend trading of the listed securities of the issuer (without the agreement of the issuer) with a view to removing the issuer from the Official List.
While the issuer remains on the watch-list, trading in its securities will continue, unless a trading halt or a suspension is, or has been previously effected.