Singapore Exchange Limited (SGX) today announced measures to manage the transition process of Catalist Non-Sponsored (Catalist-NS) companies to the Catalist’s sponsored regime. It was announced on 4 February 2008 that Catalist-NS companies would be given a period of at least two years to undertake this process.
The measures are intended to achieve a smooth transition for Catalist-NS companies, by requiring them to report on their progress, as well as, appoint a sponsor when undertaking major corporate actions that will have significant impact on shareholders. The measures will apply to Catalist-NS companies for the remainder of the two-year transition period.
The transition period will end on 5 February 2010, which is the Transition Date as defined in the Catalist Rules1.
The transition measures are as follows:-
1. Quarterly Progress Reports on Transition Plans
(a) Catalist-NS companies are required to submit a quarterly progress report of their transition plans to the SGX. The first report must be submitted by 1 November 2008.
(b) Catalist-NS companies are required to announce via SGXNET, a quarterly progress report of their transition plans from 1 January 2009.
2. Major Corporate Actions
From 1 January 2009, Catalist-NS companies must appoint a sponsor and comply with Catalist Rules when undertaking major corporate actions, such as:-Mr Lawrence Wong, Executive Vice President and Head of Listings, said, “Our objective is to have as many Catalist-NS companies appoint sponsors and retain their listing on Catalist. These measures will help to achieve a smooth transition process, and investors will also be regularly updated on the progress.”
- Fund raising from shareholders or the investing public;
- Major acquisitions and disposals of assets;
- Interested person transactions that will require shareholders’ approval; and
- Scheme of Arrangement.
1Companies currently suspended under Rule 1303 will need to comply with the timeline stipulated under Rule 1304. Their resumption proposal will have to be approved by SGX.
Details of the quarterly report and the list of major corporate actions are set out in Practice Note 14A of the Catalist Rules. Please refer to Appendix 1 for the Practice Note.
APPENDIX 1
CATALIST TRANSITION PROCESS AND TIMETABLE
Cross-referenced from Rule 1402
1. Introduction
(a) This Practice Note sets out the details and timetable on the transition measures to bring Catalist issuers into compliance with Catalist Rules by the Transition Date.
(b) All Catalist Non-Sponsored issuers, except those suspended pursuant to Rule 1303 of the Listing Manual, must comply with the transition requirements set out in this Practice Note.
2. Transition Measures
(a) Quarterly Progress Report to SGX
By 1 November 2008, Catalist Non-Sponsored issuers must submit the first progress report to SGX Catalist Regulation. Thereafter from 1 January 2009, a progress report must be submitted to SGX Catalist Regulation within 45 days after the end of each of the first three quarters and 60 days after the end of the financial year. Such progress reports must be copied to the issuer’s Board of Directors and incorporate the following information:(i) Name of issuer;
(ii) Reporting period;
(iii) Name, designation and contact details of Director or person in charge of the search and appointment of sponsor
(iv) Updated timetable of milestones, including but not limited to estimated time periods allocated for the search for a suitable sponsor, negotiation of terms, as well as the estimated dates for the board approval of and the appointment of sponsor;
(v) If applicable, description of any plans that the company will implement as an alternative to appointing a sponsor, such as undergoing a reverse takeover, merger & acquisition, or transferring to Mainboard;
(vi) List of sponsors approached to date; and
(vii) Any other relevant information
(b) Quarterly Progress Update to shareholders and investors
From 1 January 2009, Catalist Non-Sponsored issuers must also announce via SGXNET, within 45 days after the end of each of the first three quarters and 60 days after the end of the financial year, the following information:(i) as required in 2(a)(i) to (iv);
(ii) as required in 2(a)(v), if such information has been announced by the company, and
(iii) any other relevant information.
(c) Requirement to appoint Sponsors for corporate actions
From 1 January 2009, Catalist Non-Sponsored issuers must appoint a sponsor and comply with Catalist Rules when undertaking any of the following corporate actions:(i) Rights issue or placement of shares, company warrants or other convertible securities for cash, excluding shares issued pursuant to an employee or performance share/share option plan;
(ii) Major transaction as defined under Rule 1013 of the Listing Manual of the former SESDAQ rules;
(iii) Transaction that will require shareholders’ approval pursuant to Chapter 9 of the Listing Manual of the former SESDAQ rules; and
(iv) Scheme of Arrangement.
3. Catalist Transition Timetable
|
No.
|
Transition Measure | Implementation Date |
| 1. | Quarterly progress report to SGX | 1 November 2008 |
| 2. | Quarterly progress update to investors | 1 January 2009 |
| 3. | Requirement to appoint a sponsor when undertaking certain corporate actions | 1 January 2009 |
| 4. | Transition Date | 5 February 2010 |
