Whole Section

  • Part XI SPACs — Continuing Listing Obligations

    • 754

      While the issuer remains on the Official List of the SGX Mainboard, it must comply with the listing rules in Chapters 7 to 13, and the following additional requirements:

      Change of Acquisition Mandate

      (1) Any proposed change of acquisition mandate for the business combination must be approved by a majority of at least 75% of the votes cast by shareholders at a general meeting to be convened.

      Notification of Change in Information

      (2) The issuer must immediately announce via SGXNET:
      (a) any material change to the information disclosed in the prospectus of the IPO including (i) any change of the escrow agent of its escrow account and change in the permitted investments; and (ii) any change in maximum percentage dilution limit established by the issuer under Rule 210(11)(k);
      (b) upon becoming aware that it will not be able to complete its business combination within the permitted time frame, immediately announce this fact, and the reasons for the inability to complete;
      (c) any material change described in Rule 210(11)(n)(i); and
      (d) where a business combination is not completed or is rescinded by any party to the transaction due to any reason, (i) the reasons for the non-completion or recission of the transaction; (ii) the financial impact of the non-completion or recission on the issuer; and (iii) the possible course(s) of action to protect the interests of the shareholders of the issuer. Notwithstanding this, the issuer must provide timely updates on the specific course of action including its progress and outcome.

      Business Combination

      (3) The issuer must provide quarterly updates of cash utilisation that meets the Exchange’s requirements via SGXNET, including information set out in Practice Note 6.4.
      (4) Where an application is submitted to the Exchange for an extension of time to complete the business combination under Rule 210(11)(m)(ii), the issuer must immediately announce the fact via SGXNET. The issuer must confirm the following in the announcement:
      (a) there is no material adverse change to the financial position of the issuer since the date of prospectus issued in connection with its listing on the Exchange;
      (b) the extension is permitted by and in accordance with all relevant laws and regulations governing the issuer in its place of constitution; and
      (c) the issuer will provide quarterly updates to investors on its progress in meeting key milestones in completing the business combination via SGXNET.
      (5) An issuer which has yet to complete a business combination is not permitted to undertake share buy-backs.
      (6) The issuer must comply with the following for the business combination:
      (a) Rules 211(A), 215, 216, 218, 219, 221 to 224, 229(A); and
      (b) Rules 246(5)(a) and 246(6), with the necessary adaptations for the resulting issuer.
      (7) Following completion of the business combination, the resulting issuer will be subject to (a) Rule 113(2), with the necessary adaptations; and (b) the continuing listing obligations in Chapters 7 to 13, and will no longer need to comply with the additional requirements under this rule.

      Added on 3 September 2021.