Capital Markets, Listed Entities & M&A

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SINGAPORE: Further Extension of Electronic Dissemination of Rights Issue and Take-over Documents Beyond 30 June 2021

Issuers listed on the SGX-ST Mainboard and Catalist and parties involved in rights issues and take-over or merger transactions will continue to have the option to disseminate an electronic version of the relevant offer documents through publication on SGXNET and their corporate websites, beyond 30 June 2021, until revoked or amended by the Monetary Authority of Singapore, the Securities Industry Council and the Singapore Exchange Regulation (with at least six months' prior notice of any such cessation).

The Singapore Securities and Futures Act requires an offer of securities, securities-based derivatives contracts or units in collective investment schemes listed on the SGX-ST (whether by means of a rights issue or otherwise) to be made in or accompanied by an offer information statement. The SGX-ST Mainboard Listing Rules and Catalist Listing Rules require hard copies of the notices and documents relating to rights issues of listed issuers to be despatched. In addition, the Singapore Code on Take-overs and Mergers requires hardcopy take-over or merger documents to be posted.

The temporary measures and/or exemption allowing electronic dissemination of relevant offer documents were introduced to overcome the challenges to the mass production of hard copy rights issue and take-over or merger documents amid the control measures put in place to deal with the COVID-19 pandemic. They were first introduced on 6 May 2020, and were last extended to 30 June 2021.

SINGAPORE: Further Extension of Alternative Meeting Arrangements Beyond 30 June 2021

On 6 April 2021, the Ministry of Law ("MinLaw") announced that it has further extended the duration of various subsidiary legislation which were previously issued to enable various types of entities to hold meetings via electronic means, beyond 30 June 2021, until the same is revoked or amended by MinLaw.

In this Update, we provide a brief highlight of this extension concerning alternative meeting arrangements in respect of companies, variable capital companies, business trusts, unit trusts that are authorised or restricted collective investment schemes, and holders of a series of debentures governed by Singapore law.

SINGAPORE: SGX RegCo Extends Expiry Date for Enhanced Share Issue Limit for Mainboard Issuers

Back in April 2020, in the early days of the COVID-19 pandemic, the Singapore Exchange Regulation ("SGX RegCo") announced provisional measures to support issuers listed on the SGX-ST Mainboard ("Mainboard Issuers"). One such measure was to allow Mainboard Issuers to seek a general mandate for an issue of pro-rata shares and convertible securities for up to 100% of their share capital ("Enhanced Share Issue Limit"), instead of the limit of 50% prescribed in the SGX-ST Mainboard Listing Rules. The Enhanced Share Issue Limit is intended to facilitate and expedite the fund-raising process, and was to expire on 31 December 2021. 

On 16 March 2021, SGX RegCo announced the extension of the availability of the Enhanced Share Issue Limit for Mainboard Issuers. 

This Update provides a summary of the conditions for seeking the general mandate for the Enhanced Share Issue Limit while highlighting the updates set out in the SGX press release titled "SGX RegCo allows Mainboard issuers up to 31 Dec 2021 to seek or renew Enhanced Share Issue Limit" dated 16 March 2021.

SINGAPORE: SGX RegCo Extends Expiry Date for Enhanced Share Issue Limit for Mainboard Issuers

Back in April 2020, in the early days of the COVID-19 pandemic, the Singapore Exchange Regulation ("SGX RegCo") announced provisional measures to support issuers listed on the SGX-ST Mainboard ("Mainboard Issuers"). One such measure was to allow Mainboard Issuers to seek a general mandate for an issue of pro-rata shares and convertible securities for up to 100% of their share capital ("Enhanced Share Issue Limit"), instead of the limit of 50% prescribed in the SGX-ST Mainboard Listing Rules. The Enhanced Share Issue Limit is intended to facilitate and expedite the fund-raising process, and was to expire on 31 December 2021. 

On 16 March 2021, SGX RegCo announced the extension of the availability of the Enhanced Share Issue Limit for Mainboard Issuers. 

This Update provides a summary of the conditions for seeking the general mandate for the Enhanced Share Issue Limit while highlighting the updates set out in the SGX press release titled "SGX RegCo allows Mainboard issuers up to 31 Dec 2021 to seek or renew Enhanced Share Issue Limit" dated 16 March 2021.

MALAYSIA: Conduct of Virtual General Meetings during the CMCO

With the recent announcement of the Conditional Movement Control Order (“CMCO”) for Sabah, Selangor, Kuala Lumpur and Putrajaya effective from 13 October 2020 until 27 October 2020, the Companies Commission of Malaysia (“CCM”) has granted a further extension of time (“EOT”) of 90 days for a company to hold its annual general meeting (“AGM”), and to circulate and lodge financial statements with CCM.

Following this, the Securities Commission Malaysia (“SC”) also revised the Guidance and FAQs on the Conduct of General Meetings for Listed Issuers (“Guidance Note”) to dovetail the regulation and conduct of general meetings for listed issuers during the CMCO with the latest initiative of CCM.

In April 2020, we issued an Update on COVID-19 AGM Matters & the Move to Virtual General Meetings which highlighted certain measures introduced by CCM and SC in light of the pandemic and the CMCO. This Update highlights the key features of the latest revisions by the two regulators.

SINGAPORE: Temporary Measures Extended to 30 June 2021: (1) Alternative Meeting Arrangements; (2) Electronic Dissemination of Rights Issue and Take-over/Merger Documents

The following temporary exemption and/or measures that are provided to overcome the control measures put in place to deal with the COVID-19 pandemic have been extended to 30 June 2021 ("extension"):

1. Alternative meeting arrangements for various types of entities to convene, hold or conduct meetings by electronic means; and
2. Electronic dissemination of documents in relation to rights issues of issuers listed on the SGX-ST Mainboard and Catalist and take-over or merger transactions.

This Update provides a summary of the effect of the extension. Refinements to the alternative meeting arrangements for companies, variable capital companies, business trusts, relevant unit trusts and relevant debenture holders to facilitate greater convenience and engagement for virtual meetings are highlighted.

SINGAPORE: Dos and Don'ts for Financial Reports Amid COVID-19: SGX RegCo's Expectations

The COVID-19 pandemic has created "significant uncertainty, or even threats to business prospects" to issuers listed on SGX-ST Mainboard and Catalist ("listed issuers"). Emphasising the need for "high quality and reliable financial statements", the Singapore Exchange Regulation ("SGX RegCo") recently issued a statement on the Regulator's Column on 27 July 2020, setting out its expectations of financial reports, including interim financial reports ("27 July 2020 Statement").

This Update highlights salient points raised by SGX RegCo in its 27 July 2020 Statement which listed issuers, their boards of directors, and management must take note of in preparing financial reports, including interim financial statements.

PHILIPPINES: PCC Issues Guidelines for the Operations of the Mergers and Acquisitions Office during GCQ and MGCQ

On 16 July 16 2020, the Philippines Competition Commission (“PCC”) approved and released the Interim Guidelines on the Operations of the Mergers and Acquisitions Office during the General Community Quarantine and Modified General Community Quarantine. These guidelines outline the conduct of activities and processes of the Mergers and Acquisitions Office during the General Community Quarantine and Modified General Community Quarantine to comply with the minimum public health standards and ensure the safety of PCC employees and stakeholders

SINGAPORE: Sustainability Reporting by Issuers During COVID-19: What SGX RegCo Expects

The COVID-19 pandemic has posed extraordinary challenges to businesses and many companies have had to rapidly respond and manage disruptions to business operations. As we transit into the next phase of COVID-19, where businesses gradually resume and borders re-open, keeping investors and stakeholders updated remains essential, and reporting on social factors is particularly vital during this period.

In this regard, the Singapore Exchange Regulation ("SGX RegCo") recently issued a statement on the Regulator's Column on 6 July 2020, setting out its expectations on sustainability reporting by issuers listed on SGX-ST Mainboard and Catalist ("listed issuers").

This Update highlights key points listed issuers should note in approaching sustainability reporting in this new business climate with reference to the expectations set out by SGX RegCo, such as keeping investors and stakeholders updated and the emphasis on the social aspect of sustainability reporting during this period.

THAILAND: COVID-19: Company Meetings and Filings in the Current Situation (Updated 11 June 2020)

The government has introduced several measures to alleviate the impact of COVID-19 on business operations in Thailand, namely, several notifications to relax requirements and obligations on the part of business operators. These include, among others, the requirements for corporate entities to hold their annual general meeting and submit financial statements and reports to the authorities

We had earlier issued a Client Update on “COVID-19: Company Meetings and Filings in the Current Situation” on 9 April 2020 and 23 April 2020. There have since been notable updates and developments in this area with regard to meetings via electronic media. This Update provides a summary of the updated measures and relevant guidelines as at 11 June 2020.

THAILAND: New Security Standards for E-meetings

The Ministry of Digital Economy and Society (“MDES”) has issued the MDES Notification on Standards for Maintenance of Security of Meetings Via Electronic Media B.E. 2563 (2020) (“MDES Notification on E-meeting”) containing new standards for the maintenance of security of meetings which take place via electronic media. The MDES Notification on E-meeting was published in the Royal Gazette on 26 May 2020 and came into force on 27 May 2020. It sets out detailed standards to be implemented when arranging a meeting via electronic media. This Update summarizes the key requirements set out in the MDES Notification on E-meeting.

SINGAPORE: COVID-19 and M&A: Key Considerations in a Time of Global Uncertainty

The ongoing COVID-19 pandemic has caused widespread uncertainty, and the full impact on the global economy remains to be seen. Understandably, this would lead to questions surrounding the viability and validity of, and impact on, transactions, whether contemplated, ongoing or completed.

As M&A activity continues against the backdrop of the COVID-19 pandemic, there are certain key considerations that should be borne in mind by the parties.

This Update aims to highlight these considerations as well as steps that can be taken to manage the risks caused or aggravated by COVID-19.

SINGAPORE: Temporary Exemption to Allow Electronic Dissemination of Offer Documents for Rights Issues and Take-over or Merger Transactions

Due to the COVID-19 outbreak, restrictions imposed on the operations and manpower of printers and mailing houses have posed challenges to the mass production of hard copy documents including documents in relation to rights issues and take-over or merger transactions. Various laws and rules require hard copies of these documents to be despatched.

In response, on 6 May 2020, the Monetary Authority of Singapore, the Securities Industry Council and the Singapore Exchange Regulation jointly announced temporary measures giving issuers listed on SGX-ST and parties involved in rights issues and take-over or merger transactions the option to disseminate an electronic version of the relevant offer documents through publication on SGXNET and their corporate websites.

These temporary measures take effect from 6 May 2020 to 30 September 2020.

This Update highlights the conditions for relying on the temporary measures.

SINGAPORE: Conducting Meetings by Electronic Means for Corporate Insolvency and Bankruptcy Matters and Corrigendum

The COVID-19 pandemic has made it impracticable to conduct various types of meetings prescribed under written law and certain legal instruments, which require physical attendance. These include meetings for insolvency and bankruptcy matters.

On 27 April 2020, two Orders prescribing alternative arrangements for meetings in respect of insolvency matters and bankruptcy matters were issued under the COVID-19 (Temporary Measures) Act 2020 (“Act”) that provides, among other things, meetings convened, held, conducted or deferred, on or after 27 March 2020, in accordance with alternative arrangements prescribed under the Act will be deemed to have satisfied relevant requirements under written law or legal instruments.

SINGAPORE: Update: Conducting Meetings by Electronic Means Amid COVID-19

Various control and safe distancing measures have been put in place in Singapore to prevent the spread of COVID-19. These measures along with provisions under written law and certain legal instruments requiring personal attendance at meetings have caused difficulties to business entities in Singapore in conducting their annual general meetings and meetings involving a large number of participants.

In response to this, the COVID-19 (Temporary Measures) Act 2020 ("Act") was enacted to provide, among other things, that meetings convened, held, conducted or deferred, on or after 27 March 2020, in accordance with the alternative arrangements prescribed under the Act will be deemed to have satisfied the relevant requirements under the written law or legal instrument.

This Update highlights the changes to the period of application of the prescribed alternative arrangement for conducting shareholders, unitholders and bondholders meetings by electronic means and new Orders issued under the Act to prescribe for the alternative arrangements for conducting meetings by electronic means for other types of meetings and business entities.

PHILIPPINES: Company Registration and Transactions with the SEC During the Period of Enhanced Community Quarantine

The Securities and Exchange Commission ("SEC") adopted guidelines as a response to the imposition of the enhanced community quarantine (ECQ) all over Luzon by reason of the rapid spread of the COVID-19 pandemic.  Most transactions with the SEC, which include applications for company registration and submission of required reports, can be made online.

INDONESIA: General Meeting of Shareholders Goes Online

In light of the approaching deadline for public companies to hold their annual GMS, the Indonesian Financial Services Authority (Otoritas Jasa Keuangan or "OJK") issued two new regulations this week on general meeting of shareholders ("GMS") of public companies, namely OJK Regulation No. 15/POJK.04/2020 ("POJK 15") and OJK Regulation No. 16/POJK.04/2020 ("POJK 16"). POJK 15 and POJK 16 allow public companies to hold their GMS virtually ("e-GMS") through an e-GMS system provided by an e-GMS provider.

In addition, both regulations enable the granting of an electronic proxy ("e-Proxy") through the e-GMS system. While AHP has discussed the e-proxy mechanism in its previous client update, certain provisions have been adjusted in POJK 16 to facilitate the implementation of the e-GMS better.

SINGAPORE: Expectations of Disclosures by Issuers During COVID-19

During this period of disruption to business caused by the pandemic, issuers listed on the SGX-ST Mainboard and Catalist and shareholders, alike are facing challenges. The economic uncertainty and market volatility make it necessary for shareholders to have up-to-date information concerning material changes in issuers’ business and operations.

Against this backdrop, the Singapore Exchange Regulation (“SGX RegCo”) had, on 22 April 2020, issued a statement on the Regulator's Column setting out SGX's expectations of issuers' disclosures during COVID-19 and considerations to guide issuers in complying with their disclosure obligations under the Listing Rules of the SGX-ST Mainboard and Catalist.

This Update highlights issuers' disclosure obligations during COVID-19 with reference to the general guidance by SGX RegCo.

THAILAND: COVID-19: Company Meetings and Filings in the Current Situation (Updated 23 April 2020)

The government has introduced several measures to alleviate the impact of COVID-19 on business operations in Thailand, namely, several notifications to relax requirements and obligations on the part of business operators. These include, among others, the requirements for corporate entities to hold their annual general meeting and submit financial statements and reports to the authorities. We had earlier issued a Client Update on "COVID-19: Company Meetings and Filings in the Current Situation" on 9 April 2020. There have since been notable updates and developments in this area with regard to meetings via electronic media. Below is a summary of the updated measures and relevant guidelines as at 23 April 2020.

MALAYSIA: COVID-19 AGM Matters & the Move to Virtual General Meetings

As the COVID-19 threat continues to escalate and companies struggle to stay afloat, the Companies Commission of Malaysia, in doing its part to offer companies breathing room, has provided a procedure for the extension of time for public companies to hold annual general meetings (“AGMs”), and has also introduced an extension of time for public and private companies to circulate and lodge financial statements and reports.

Regarding the conduct of AGMs, the Securities Commission Malaysia has issued guidelines on the conduct of general meetings during the Mandatory Control Order period and the post-MCO period.

SINGAPORE: Measures to Help S-REITs Manage Cash Flow and Raise Funds Amid COVID-19

On 16 April 2020, the Ministry of Finance, the Inland Revenue Authority of Singapore and the Monetary Authority of Singapore jointly announced the following measures to provide real estate investment trusts listed on the Singapore Exchange Securities Trading Limited ("S-REITs") greater flexibility to manage their cash flows and raise funds, to help them to weather through the COVID-19 pandemic:

• Extending deadline for distribution of taxable income;
• Raising leverage limit; and
• Deferring the implementation of a new minimum interest coverage ratio requirement.

This Update provides a summary of these measures affecting S-REITs.

SINGAPORE: Conducting Meetings by Electronic Means Amid COVID-19

Issuers listed on SGX-ST Mainboard and Catalist are facing difficulties in conducting their annual general meetings ("AGMs") due to the enhanced control and safe distancing measures that apply from 27 March 2020 to 4 May 2020 ("Control Period") coupled with provisions under written law and certain legal instruments requiring personal attendance at meetings. To address these challenges, the COVID-19 (Temporary Measures) Act 2020 came into force partially on 7 April 2020 to provide, among other things, that meetings convened, held, conducted or deferred, on or after 27 March 2020, in accordance with the alternative arrangements prescribed under the Act will be deemed to have satisfied the relevant requirements under the written law or legal instrument. The COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 was issued on 13 April 2020 to prescribe the alternative arrangements for conducting meetings ("Alternative Arrangements"). On the same day, SGX RegCo (together with ACRA and MAS) jointly prepared a comprehensive and useful checklist to guide listed and non-listed entities on the conduct of general meetings during the Control Period.

This Update discusses the Alternative Arrangements for conducting a meeting or AGM by a listed issuer during the Control Period, with reference to the Order and the Checklist, along with some practical notes.

SINGAPORE: Provisional Measures to Assist Issuers Amid COVID-19

To support issuers listed on the SGX-ST Mainboard during this COVID-19 situation, on 8 April 2020, the Singapore Exchange Regulation (in consultation with the Monetary Authority of Singapore) issued a press release announcing two provisional measures:

• Enhanced Share Issue Limit: Allowing an issuer to seek a general mandate for an issue of pro-rata shares and convertible securities of up to 100% of its share capital, increasing it from the current 50% limit; and
• Suspension of Entry into Financial Watch-List: Suspending half-yearly reviews on the first market days of June 2020 and December 2020 to place an issuer on the Singapore Exchange Limited financial watch-list.

This Update discusses the two provisional measures together with some practical notes.

SINGAPORE: Listed Issuers Granted Automatic 60-day Extension to Hold AGMs Amid COVID-19

On 7 April 2020, Singapore Exchange Regulation ("SGX RegCo") issued a press release announcing that all issuers listed on the SGX-ST Mainboard and Catalist with financial year ending on or before 31 March 2020 are automatically granted a 60-day extension by SGX to hold their annual general meetings (“AGMs”).

This is issued in response to the Singapore Government’s enhanced safe distancing measures (otherwise known as "circuit-breaker" measures) to control the spread of COVID-19. From 7 April 2020 until 4 May 2020, all businesses in Singapore are required to, among other things, suspend activities at their workplace premises unless they are essential service providers. These measures have severely hampered the holding of meetings which require personal attendance of the participants (provided under Singapore law and/or certain legal instruments which provide a similar restriction) and the performance of statutory audits on listed issuers for their full-year financial results.

This Update highlights the matters that a listed issuer should take note of in view of this recent development.

THAILAND: COVID-19: Company Meetings and Filings in the Current Situation

The government has introduced several measures to alleviate the impact of COVID-19 on business operations in Thailand, namely, several notifications to relax requirements and obligations on the part of business operators. These include, among others, the requirements for corporate entities to hold their annual general meeting and submit financial statements and reports to the authorities. Below is a summary of these measures and relevant guidelines as at 9 April 2020.

PHILIPPINES: PCC Suspends Merger Process and Timelines Due to Enhanced Community Quarantine

The Philippine Competition Commission (PCC) has suspended certain activities in view of the enhanced community quarantine imposed by the Philippine government in response to the worsening COVID-19 outbreak in the Philippines. The quarantine was announced in the evening of 16 March 2020, and is currently scheduled to end on 14 April 2020.

SINGAPORE: COVID-19 AGM Pack

As COVID-19 ravages the globe, governments are upending the rules on nearly every aspect of our lives almost daily. These include various social distancing measures to contain the outbreak. Issuers listed on SGX-ST Mainboard and Catalist are facing unprecedented challenges in conducting annual general meetings ("AGMs") and meetings in a manner that complies with new legal requirements, guidance and advisories from various regulatory authorities.

We are pleased to bring you the COVID-19 AGM Pack that collates our Updates that share with you the latest legislative developments and advisories relating to the conduct of AGMs amid the COVID-19 outbreak. These include our latest Update titled “Listed Issuers' Meetings to Comply with Safe Distancing Measures Amid COVID-19” which discusses the draft COVID-19 (Temporary Measures) Bill that provides for, among other things, temporary alternative arrangements for conducting meetings in a manner that complies with the prevailing safe distancing measures. The Bill is expected to be introduced in Parliament next week and anticipated to be passed into law shortly after.

SINGAPORE: Listed Issuers' Meetings to Comply with Safe Distancing Measures Amid COVID-19

The impact of COVID-19 is greatly felt and measures are being introduced by the Singapore Government to try to minimise further spread of COVID-19. These include safe distancing measures that would render the holding of annual general meetings ("AGMs") or shareholder meetings difficult for issuers listed on the SGX-ST Mainboard and Catalist which have a large shareholder base.

Issuers are expected to comply with the prevailing safe distancing measures which, among other things, require the organiser of an AGM to ensure that not more than ten individuals are present at the event at any one time. On 31 March 2020, Singapore Exchange Regulation (SGX RegCo), the Accounting and Corporate Regulatory Authority (ACRA) and the Monetary Authority of Singapore (MAS) jointly issued an updated guidance for issuers on the alternative arrangements that may be adopted to ensure that their AGMs are conducted in a manner that complies with the safe distancing measures. On 2 April 2020, the draft COVID-19 (Temporary Measures) Bill which provides for temporary alternative arrangements for conducting meetings in a manner that complies with the Safe Distancing Measures was made available on the Ministry of Law website. This Update provides a summary of this development.

SINGAPORE: Holding AGMs Amid COVID-19: Guidance from SGX RegCo

On 19 March 2020, the Singapore Exchange Regulation ("SGX RegCo") provided guidance on the holding of general meetings amid the COVID-19 situation, in furtherance of the latest advisories from the Ministry of Health. The SGX RegCo's guidance was developed in consultation with the Accounting and Corporate Regulatory Authority and the Monetary Authority of Singapore.

This guidance is a welcome complement to SGX RegCo's previous announcement providing issuers listed on the SGX-ST Mainboard and Catalist which meet certain criteria two more months to hold their annual general meetings ("AGMs") to approve their 31 December 2019 financial results.

This Update sets out further guidance by SGX RegCo on the holding of AGMs/general meetings amid the challenges posed by the COVID-19 situation.

INDONESIA: Indonesian Government Begins Easing Rules in Light of COVID-19

In light of the spread of  the Covid-19 outbreak, on 18 March 2020, the OJK, Indonesia's Financial Services Authority, relaxed the rules on submission of reports and holding of general meeting of shareholders for public companies. Under OJK Letter No. S-92/D.04/2020 ("Letter"), OJK not only extends the deadline for the submission of several reports, including annual reports and financial statements, but also touches upon the holding of a general meeting of shareholders ("GMS") via an e-proxy.

INDONESIA: Market Condition Pushes the OJK to Relax Buyback Procedures

Indonesia's financial services authority, Otoritas Jasa Keuangan or "OJK", recently issued a circular that allows all issuers or public companies to conduct a buyback of shares without convening a general meeting of shareholders. 

In OJK Circular Letter No. 3/SEOJK.04/2020 on Other Conditions as Significantly Fluctuating Market Conditions in the Implementation of Shares Buyback by Issuers or Public Companies ("Circular"), the OJK states that the trading condition in the Indonesia Stock Exchange (IDX) has experienced significant pressure as evidenced by the decline in the Composite Stock Price Index (IHSG) by 18.46% from the beginning of 2020 until the date of the Circular. The economy is also slowing down due to regional and national pressure, including as a result of the COVID-19 outbreak. 

The revision to the buyback procedure is an attempt by the government to provide economic stimulus to the market and at the same time reducing the adverse impact from the current market condition.

SINGAPORE: Deadline for Holding AGMs for SGX-ST Listed Issuers Extended to 30 June 2020 Due to Covid-19 Outbreak

Issuers listed on the SGX-ST Mainboard and Catalist are given two more months to hold their annual general meetings ("AGMs") to approve their 31 December 2019 financial results. Under the Listing Rules of the SGX-ST Mainboard and Catalist, issuers are required to hold their AGMs within four months from the end of their financial years. However, in response to feedback by shareholders who want to participate in and vote at AGMs but may be concerned about attending large-group meetings amid the COVID-19 outbreak, on 27 February 2020, Singapore Exchange Regulation (SGX RegCo) announced that a waiver from the foregoing requirement will be granted to issuers which satisfy the prescribed criteria ("Waiver"). Issuers which are granted the Waiver have up to 30 June 2020 to hold their AGMs.

This Update provides a brief overview of the relevant requirements and the steps issuers can take to obtain the Waiver.