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

Min-Li TanPartner, CNPLaw LLP

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

Authors: Tan Min-Li, Ge Xiaomeng and Timothy Tan.

Practice Areas: Commercial Contracts

 

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