The Singapore Exchange Limited (“SGX”) has updated its transaction disclosure requirements for issuers listed on the Singapore Exchange Securities Trading Limited. The updates to Practice Notes 7.2 (for Mainboard issuers) and 7B (for Catalist issuers) that take effect from 1 December 2015 are amendments to the previous measures introduced in March 2014.

Removal of Private Notification Requirement

The revised measures include the removal of the requirement for issuers and/or their controlling shareholder(s) to notify the SGX on a confidential basis without delay where there are discussions or negotiations that are likely to result in a significant transaction before the deal is made public.

Amendments to Privy List Requirements

SGX has also widened the scope of its rule on “privy lists” – that is an issuer’s list that contains the details of persons who have access to material information in a transaction (privy persons list). Issuers will now be required to maintain a privy persons list for “all material transactions,” an expansion of its current rule which only requires privy persons lists for only certain significant transactions, i.e., takeovers, reverse takeovers or very substantial acquisitions. Material transactions refer to transactions which an issuer would have been required to announce pursuant to Rule 703(1) of the SGX Listing Manual, but in reliance on the exception under Rule 703(3) of the SGX Listing Manual, the issuer had decided to temporarily withhold such information.

In addition, SGX has removed the prescribed format for the privy persons list and taking into account personal data privacy concerns, issuers will now have the flexibility to decide what information the privy persons list should contain. However, the privy persons list should typically include information on the identity of the person, the circumstances under which these persons gained access to the information and the dates on which these persons first gained access to the information. SGX has also reserved the right to ask for additional information reasonably required for the proper discharge of its regulatory function.

Finally, issuers are required to have proper procedures in place to provide the privy persons list expeditiously to the SGX upon request. Such procedures may include the maintenance of the privy persons list from the date the issuer first started withholding information under Rule 703(3) of the SGX Listing Manual.