Regulatory Updates OCTOBER 2020 – ANNOUNCEMENTS/GUIDANCE PUBLISHED BY SGX REGCO On 1 October 2020, the Accounting and Corporate Regulatory Authority (“ACRA”), the Monetary Authority of Singapore (“MAS”) and Singapore Exchange Regulation (“SGX RegCo”) have updated a checklist that guides both listed and non-listed entities on the conduct of general meetings. ACRA, MAS and SGX RegCo said issuers and non-listed companies may continue to conduct their general meetings held on or before 30 June 2021 via electronic means and are encouraged to do so. This will help keep physical interactions and COVID-19 transmission risks to a minimum.
Issuers are encouraged to adopt enhanced digital tools such as real-time remote electronic voting and real-time electronic communication to facilitate shareholder engagement at the meetings. We have provided a table below for the regulatory updates from SGX RegCo till date. The relevant guidance that are still applicable is appended below the table.
Guideline for physical attendance Electronic Dissemination of Rights Issue and Take-over Documents Extended to 30 June 2021 29 September 2020 Rights Issue and Take-over Documents Extended to 30 June 2021. All SGX-listed issuers can hold general meetings by electronic means till 30 June 2021 7 September 2020 The Ministry of Law (MinLaw) has announced an extension to 30 June 2021 of the duration of legislation that enables entities to hold meetings via electronic means. Additional Guidance on the Conduct of General Meetings During Safe Management Period – 13 April 2020 (Updated on 22 June 2020) 13 April 2020 Superseded by 1 Oct 2020 guidance.
Electronic Dissemination of Rights Issue and Take-over Documents Allowed Until 30 September 2020 6 May 2020 Superseded by 29 Sept 2020 guidance. SGX RegCo grants auto-extension for release of unaudited financial results for FYs ended Feb, Mar and April 2020 22 April 2020 Superseded with extended deadline for 30 April 2020 YE (for unaudited financial results) has lapsed on 29 July 2020 SGX RegCo announces measures to support issuers amid challenging COVID-19 business climate 8 April 2020 Applicable to Mainboard 1. Suspension of Entry into the Financial Watch-List on the first market days of June 2020 and December 2020 2.
Enhanced Share Issue Limit for Mainboard Issuersuntil 31 December 2021. SGX RegCo grants automatic 60-day extension for issuers to hold AGMs 7 April 2020 Superseded with extended deadline for 31 March 2020 YE’s AGM on 14 Sept 2020 has lapsed ACRA, MAS and SGX RegCo update guidance on general meetings 31 March 2020 Superseded by 1 Oct 2020 guidance. Guidance on safe distancing measures for issuers when conducting meetings 25 March 2020 Superseded by 1 Oct 2020 guidance.
SGX RegCo provides guidance on holding of general meetings amid COVID-19 19 March 2020 Superseded by 1 Oct 2020 guidance. com/keeping-marketplace-available-and-accessible-you GUIDANCE ON THE CONDUCT OF GENERAL MEETINGS AMID EVOLVING COVID-19 SITUATION (Published by SGX RegCo on 1 October 2020) Joint Statement By Accounting And Corporate Regulatory Authority, Monetary Authority Of Singapore And Singapore Exchange Regulation: The Accounting and Corporate Regulatory Authority (“ACRA”), the Monetary Authority of Singapore (“MAS”) and Singapore Exchange Regulation (“SGX RegCo”) have updated a checklist to guide listed and non-listed entities[1]on the conduct of general meetings (“Checklist”) arising from the latest updates from the Multi-Ministry Taskforce to ease safe management measures to facilitate business operations. The Checklist was first issued amid the evolving COVID-19 situation on 13 April2020 and updated on 27 April 2020 and 22 June 2020.
On 23 September 2020, the Ministry of Health (“MOH”) issued an advisory to provide that work-related events within the workplace premises that are business-oriented (which includes general meetings) will be allowed to resume, for up to 50 persons at a permitted premises (and not a function centre hired from another) with strict adherence to safe management measures. In addition, temporary legislative relief has been extended to allow entities to hold general meetings via electronic means up to 30 June 2021, even where entities are permitted under safe distancing regulations to hold physical meetings, as well as introduce refinements to the alternative arrangements for the conduct of general meetings (“Alternative Arrangements”). In view of these developments, ACRA, MAS and SGX RegCo have refreshed the Checklist[2].
Issuers and non-listed companies may continue to conduct their general meetings held on or before 30 June 2021 via electronic means, and are encouraged to do so. This will help keep physical interactions and COVID-19 transmission risks to a minimum, which remain important in the long term, even as safe distancing regulations are gradually and cautiously relaxed. To facilitate shareholder engagement at general meetings, issuers are encouraged to adopt enhanced digital tools at their general meetings, such as allowing for real-time remote electronic voting and real-time electronic communication.
Should issuers and non-listed companies, after due consideration of public health and other risks, wish to provide for physical attendance at their general meetings, they must ensure that they implement all relevant measures to comply with the safe management measures imposed by the Singapore Government. Issuers must also continue to make available the option for shareholders to participate in their general meetings via electronic means. g.
real estate investment trusts) and issuers of debentures. sg/news/press-releases/refinements-to-alternative-arrangements-for-meetings ELECTRONIC DISSEMINATION OF RIGHTS ISSUE AND TAKE-OVER DOCUMENTS EXTENDED TO 30 JUNE 2021 (Published by SGX RegCo on 29 September 2020) Joint Statement By Monetary Authority Of Singapore, Securities Industry Council And Singapore Exchange Regulation: The Monetary Authority of Singapore (MAS), the Securities Industry Council (SIC) and the Singapore Exchange Regulation (SGX RegCo) announced that listed issuers and parties involved in rights issues and take-over or merger transactions will continue to have the option to electronically disseminate Offer Documents through publication on SGXNET and their corporate websites for another 9 months, until 30 June 2021. With the extension, rights issues and take-over or merger transactions can proceed within safe distancing guidelines, effectively reducing physical interaction at workplaces needed to prepare, print and deliver a large number of Offer Documents.
This extension is aligned to the extension of the alternative meeting arrangements under the COVID-19 (Temporary Measures) Act 2020. Under the temporary measures[1], issuers and parties who opt to disseminate their Offer Documents electronically must send a hardcopy notification to shareholders with instructions on how they can access the electronic version of the Offer Documents. They must also send the hardcopy application or acceptance forms to shareholders.
These requirements will ensure that all shareholders continue to be informed of these significant corporate actions by mail during this time and are able to participate in the corporate actions. In addition, we strongly encourage parties undertaking rights issues or take-over or merger transactions to allow shareholders to apply and pay for the subscription of rights issues, accept offers and inspect documents through the internet[2]. Shareholders are encouraged to use the internet channels where these are available.