Singapore, 6 May 2020 …. The Monetary Authority of Singapore (MAS), the Securities Industry

Council (SIC) and the Singapore Exchange Regulation (SGX RegCo) have today introduced

temporary measures to allow with immediate effect until 30 September 2020 ^[1], listed  issuers

and parties involved in rights issues and take-over or merger transactions the option to

electronically disseminate Offer Documents through publication on SGXNET and their corporate

websites. There is thus no need to despatch hardcopy Offer Documents as required under the

Securities and Futures Act, the Singapore Code on Take-overs and Mergers, and the SGX

Listing Rules. 

2.     The number of printers and mailing houses permitted to operate, and their manpower will

continue to be restricted ^[2]. The temporary measures to permit electronic dissemination will

enable rights issues and take-over or merger transactions to take place while reducing the

manpower needed to be physically present at workplaces to prepare, print and deliver a large

number of Offer Documents.

3.     Under the temporary measures, 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

shareholders continue to be informed of these significant corporate actions by mail during this

time and facilitate their participation in the corporate actions. We also 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 ^[3] .

4.     The temporary measures are effected through the introduction of the Securities and

Futures (Offers of Investments) (Temporary Exemption from Sections 277(1)(c) and 305B(1)(b))

Regulations 2020 by MAS^[4] for rights issues and the adoption of alternative arrangements by

the SIC for takeover and merger transactions. SGX Listing Rules that require delivery of

physical documents ^[5]will also not be applicable during this period.

1. ^[1] This is aligned with the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, which allows listed issuers to conduct general meetings and provide documents relating to the meetings by electronic means from 27 March 2020 to 30 September 2020.
2. ^[2]On 2 May 2020, the Multi-Ministry Taskforce on COVID-19 announced its intention to phase in the reopening of work premises while imposing more stringent safe distancing requirements on all firms to minimise risks of COVID-19 transmission at their workplaces.
3. ^[3] Details on these internet channels may be set out in the hardcopy notification provided to shareholders.
4. ^[4]MAS has issued guidelinesfor these regulations.
5. ^[5]See, Part IV of Chapter 12 of the SGX Listing Rules. For example, SGX Listing Rule 1210 (Mainboard) and SGX Listing Rule 1207 (Catalist) require issuers to send documents relating to rights issues and take-over offers to shareholders by way of physical copies.

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