Singapore Exchange Regulation (SGX RegCo), in consultation with the Monetary Authority of Singapore (MAS), will grant an automatic 2-month extension to issuers with financial year-ends (FY-end) of 29 Feb 2020 or 31 March 2020 ; and a 1-month extension to issuers with a 30 April 2020 FY-end, to release their full year unaudited results (Waiver)[1].
We recognise the importance of issuers announcing their unaudited full-year financial statements in a timely manner. It keeps the market apprised of their financial performance ahead of the issuance of the annual report and shareholder approval of the audited financial statements at the annual general meeting.
However, practical difficulties have emerged in the preparation of the unaudited full-year financial statements due to the elevated safe distancing measures put in place from 7 April 2020 until 4 May 2020 (inclusive) as a circuit breaker to address local transmission of COVID-19 (Circuit Breaker Period). In addition, it was further announced on 21 April 2020 that the Circuit Breaker Period would be extended until 1 June 2020 (inclusive)(Revised Circuit Breaker Period).
During the Revised Circuit Breaker Period, all non-essential businesses must stop operations at their workplace. Remote access to accounting and financial records may not always be feasible. This has a bearing on issuers whose full-year ended just before the start of or during the Revised Circuit Breaker Period, since the reporting timeline for them falls within or shortly after the Revised Circuit Breaker Period.
We have, in light of this, decided to grant this Waiver.
To balance the operation of a fair, orderly and transparent market and the challenges faced by issuers, the Exchange will grant issuers with a 29 February, 31 March and 30 April 2020 FY-end a waiver for such time that provides them with 2-months to prepare their unaudited full year financial statements outside of the Revised Circuit Breaker Period. The revised deadlines for these issuers to announce their unaudited full year financial statements is therefore set out below:
Issuers will need to notify SGX RegCo by email to automaticfswaivers@sgx.com of, and announce via SGXNet, the following:
- their relevant FY-end and the indicative timeline to release their full-year unaudited financial statements;
- the Board of Directors’ confirmation that the time extension will not be in contravention of any laws and regulations governing the issuer and its constitution (or the equivalent in the issuer’s country of incorporation); and
- ensuring adherence to the issuer’s internal policies with regards to dealing by the issuer and its officers in its securities, including not dealing in the issuer’s securities while in possession of any material information.
No response will be required from SGX RegCo. Issuers are reminded that it is absolutely necessary and crucial for them to provide timely disclosures to shareholders via SGXNET on the results immediately after the figures are available as well as on the business impact or any other material aspects due to the latest advisories and measures amid COVID-19.
To emphasise how seriously SGX RegCo wants issuers to comply with their continuous disclosure obligations during this time of heightened business, economic and market uncertainty, we have published a regulator’s column on our expectations of disclosures during COVID-19. The column is found here. Issuers are also reminded to put in place arrangements to ensure that they will be able to release announcements on SGXNET.
[1] Listing Rule 705(1) requires an issuer to announce the financial statements for the full financial year immediately after the figures are available, but in any event not later than 60 days after the relevant financial period.
