Changes at a glance

QUARTERLY REPORTING

Before: Any company with a market capitalisation exceeding $75 million had to file financial reports every quarter.

After: Only firms at risk - those with a modified audit opinion, material uncertainty or of regulatory concern to the Singapore Exchange Regulation (SGX RegCo) - must report quarterly.


CONTINUOUS DISCLOSURE CHANGES

Interested-person transactions

Before: Definition of "interested person" in the listing rules was prescriptive. Interested-person transactions below $100,000 were not covered by the rules.

After: SGX RegCo has the power to deem a party an "interested person" and to aggregate transactions, even below $100,000, in the same financial year and treat them as one transaction.


Significant acquisitions

Before: Acquisitions or disposals in the ordinary course of business were excluded from the rules.

After: An acquisition is subject to the listing rules if the acquisition will reduce net profit by 20 per cent or more, or the acquired asset is loss-making or in a net liability position.

Before: No valuation requirements for significant transactions, except for very substantial acquisitions.

After: The firm must appoint a competent and independent valuer for a significant disposal of assets, and must explain if no valuation is conducted for a major transaction.


Financial assistance to third parties

Before: No requirement on providing loans and guarantees to third parties.

After: Loans and guarantees provided in favour of third parties are subject to the same rules as significant acquisitions or disposals, including the need for immediate announcement and shareholders' approval if thresholds are met.


Rights issue

Before: Companies had to disclose price, terms, purpose of issue, amount of proceeds and intended use of proceeds.

After: Additional information that has to be disclosed upfront includes any discount. A directors' statement should also be made on why a rights issue is in the issuer's interest. Companies must give the specific breakdown of the use of proceeds for general working capital. More obligations apply if the rights issue is within a year of previous fund raising.


Changes in earnings prospects

Before: Profit warnings were required only if there were changes to an issuer's financial position that would significantly deviate from previous financial results or prospect statements.

After: Companies must also disclose changes to the near-term earnings prospects caused by specific developments (such as the loss of a major customer).

Sue-Ann Tan

A version of this article appeared in the print edition of The Straits Times on January 10, 2020, with the headline 'Changes at a glance'. Print Edition | Subscribe