The following is a regulatory update from the Monetary Authority of Singapore (MAS).
Dear Authorised Representatives,
We would like to bring to your attention the amendments to the disclosure of interests provisions set out in Part VII of the Securities and Futures Act (Chapter 289) [the “SFA”] that will apply to reporting persons such as directors and chief executive officers of listed corporations (except foreign corporations with a secondary listing on SGX-ST), trustee-managers of listed business trusts [“BTs”], and responsible persons for listed real estate investment trusts [“REITs”], and substantial shareholders/unitholders of listed corporations, BTs and REITs (thereafter collectively referred to as “listed issuers”), etc, and the process for making such disclosures. Kindly note that the MAS will be bringing these amendments into force on 19 November 2012.
Currently, the legal obligations on directors and substantial shareholders/unitholders of listed companies, REITs and BTs to report changes in interests are found in the Companies Act (Chapter 50) [the “CA”], the SFA and the Business Trusts Act (Chapter 31A) [the “BTA”]. Listed companies, BTs and REITs are also required under Rule 704(3) of the SGX Listing Manual and the SGX Catalist Listing Rules to immediately disseminate notices received.
In 2009, amendments to Part VII of the SFA (Disclosures of Interests) to streamline and consolidate the notification requirements of directors and substantial shareholders/unitholders, were passed in Parliament. Amendments to the SFA requiring listed issuers to disseminate such notifications received were also passed.
The key changes to the disclosure regime are set out in MAS’ press release, which can be accessed at http://www.mas.gov.sg/en/News-and-Publications/Press-Releases/2012/MAS-Simplifies-and-Enhances-Requirements-on-Disclosure-of-Interests-in-Listed-Entities.aspx.
New Administrative Arrangements
In future, all notifications must be made using notification forms prescribed by MAS. Although both electronic and non-electronic forms are available, reporting persons are strongly encouraged to use the electronic forms. The forms are available for download at the MAS’ internet website at: http://www.mas.gov.sg (under “Regulations and Financial Stability” → “Regulations, Guidance and Licensing” → “Securities, Futures and Fund Management” → “Forms” → “Disclosure of Interests”).
Except for Form 2 [Notification Form for Director of a Listed Company to Report Interests in Securities of, or Made Available by, Related Corporation(s)], listed issuers are required to disseminate all other notifications received from all reporting persons to the securities market, via SGXNet, within one (1) business day of receiving such notifications.
Listed issuers should disseminate such notifications using the new SGXNet announcement template - Disclosure of Interests/Changes in Interests, also called Form 7 (the “New Announcement Template”). Only the Adobe LiveCycle electronic format of the prescribed notification forms can be uploaded onto the New Announcement Template. If any reporting persons send a non-electronic notification form to you, you will need to transpose the information contained therein onto the electronic form before attaching the form to the SGXNet announcement.
The schedule to bring into force the amended requirements of the SFA is as follows:
- On 19 November 2012, the New Announcement Template will replace the current SGXNet announcement template – Notice of Interests/Changes in Interests. Notifications in respect of changes occurring on or after this date will need to be made by reporting persons using only the MAS-prescribed forms. Listed entities should disseminate these notifications using the New Announcement Template.
- Notifications for changes occurring before 19 November 2012 are to be made by reporting persons using the existing form set out in Appendix 7.3 of the SGX Mainboard Listing Rules and Appendix 7B of the SGX Catalist Listing Rules. Such notifications received and disseminated by listed issuers from 19 to 22 November 2012 should be announced on SGXNet by attaching the notice using the existing form to the SGXNet Miscellaneous announcement template. No re-formatting of the information is necessary. Please entitle the announcement “Notice of a Director’s/Substantial Shareholder’s/Substantial Unitholder’s Interest / Changes in Interests.”
- From 23 November 2012, listed issuers must disseminate all announcements relating to disclosures of interests using the New Announcement Template.
We attach MAS’ notification letters for your reference and attention. Please disseminate the appropriate letter to persons who may incur a reporting obligation.
Mohamed Nasser Bin Ismail
Senior Vice President
Head, Issuer Regulation
June Sim
Vice President
Head, Catalist Regulation
Singapore Exchange Limited
Company Reg No. 199904940D
2 Shenton Way, #19-00 SGX Centre 1, Singapore 068804
Main: (65) 6236 8888 Fax: (65) 6535 6994
