Singapore legislation

Regulation 27

of Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018

Regulation 27

Content of semi‑annual reports

Subregulation 1

For the purposes of regulation 26(d)(i), the information that the semi-annual report must contain is as follows:

(a)

whether or not the limitation on the amount that the borrowing entity may borrow, pursuant to the unlisted debentures or the trust deed appointing the trustee for the holders of the unlisted debentures (called in this regulation the relevant trust deed), has been exceeded;

(b)

whether or not the borrowing entity and all of its guarantor entities have observed and performed all the covenants and provisions binding on each of them, pursuant to the unlisted debentures or the relevant trust deed, during the period covered by the report;

(c)

whether or not any event (that has caused or could cause the unlisted debentures, or any provision of the relevant trust deed, to become enforceable) has happened and, if so, the particulars of that event;

(d)

a presentation in a graph chart format of —

(i)

the changes in the valuation or bid prices of the unlisted debentures during the period covered by the report; and

(ii)

the changes in the valuation or bid prices of the unlisted debentures since their issuance to the last day of the period covered by the report;

(e)

a description of the factors contributing to the changes in the valuation or bid prices of the unlisted debentures during the period covered by the report;

(f)

where any coupon payments had been made during the period covered by the report —

(i)

the amount and date of disbursement of those coupon payments; and

(ii)

if the unlisted debentures were offered with a predetermined formula to determine the amount of those coupon payments, an explanation of the calculation of the actual coupon payments received by holders of the unlisted debentures, and of any significant deviation from the maximum coupon payments set out in the marketing and advertising material or disclosure documents relating to the offer of the unlisted debentures;

(g)

whether or not any circumstance affecting the borrowing entity, any of its subsidiaries, or any of its guarantor entities, has occurred which may materially affect —

(i)

any security or charge created under the terms and conditions of the unlisted debentures, or the relevant trust deed; or

(ii)

the ability of the borrowing entity, or of any guarantor entity of the borrowing entity, to fulfil the obligations of the borrowing entity or guarantor entity (as the case may be) under the unlisted debentures, or the relevant trust deed,and, if so, the particulars of those circumstances;

(h)

whether or not there has been any substantial change in the nature of the business of the borrowing entity, any of its subsidiaries, or any of its guarantor entities, since the unlisted debentures were first issued, that has not been previously reported upon in any previous semi‑annual report or previously disclosed in accordance with section 268A(4) of the Act, and, if so, the particulars of that substantial change;

(i)

where the borrowing entity has deposited money with, or lent money to, or assumed any liability of, a corporation that is related to the borrowing entity —

(i)

the particulars of the total amount so deposited or lent or of the total extent of the liability so assumed (as the case may be), during the period covered by the report; and

(ii)

the particulars of the total amount owing to the borrowing entity in respect of any money so deposited or lent or of the total extent of the liability so assumed (as the case may be), as at the end of the period covered by the report;

(j)

where the unlisted debentures have exposure to any reference asset or are secured against any underlying collateral, any matter relating to the reference asset or the underlying collateral that may materially and adversely affect the unlisted debentures;

(k)

where, during the period covered by the report, there is any revision in the credit rating of the unlisted debentures, the borrowing entity, any guarantor entity of the borrowing entity, or any reference asset or underlying collateral mentioned in sub‑paragraph (j), the following particulars in relation to each revision:

(i)

the name of the credit rating agency that revised the credit rating;

(ii)

the date on which the credit rating is revised;

(iii)

the credit rating that was revised;

(iv)

the revised credit rating;

(v)

the reason for the revision in the credit rating;

(vi)

whether or not any fee or benefit of any kind has been paid by the borrowing entity or any of its related parties to the credit rating agency for providing credit rating services in relation to either or both of the credit ratings mentioned in sub‑paragraphs (iii) and (iv);

(vii)

whether or not during the period covered by the report there is any change in —

(A)

the fee or benefit (if any) paid or to be paid to the credit rating agency for providing credit rating services in relation to the credit rating mentioned in sub‑paragraph (iii); or

(B)

where that fee or benefit is calculated based on a formula, such formula,and if so, the reason for such change; (l)any other risk exposure or matter that the borrowing entity is aware of that had, has or will have an adverse impact on the risks and returns, or the price or value, of the unlisted debentures;

(m)

the total fees and charges borne by the holders of the unlisted debentures during the period covered by the report.

Subregulation 2

For the purposes of paragraph (1)(i)(i) and (ii), the particulars mentioned in those provisions —

(a)

must be provided in a manner that distinguishes between the deposits, loans and assumptions of liabilities that are secured and those that are unsecured; and

(b)

need not include any amount deposited with or lent to, or any liability assumed on behalf of, any corporation that has guaranteed the repayment of the unlisted debentures, and has secured the guarantee by a charge over the corporation’s assets in favour of the trustee for the holders of the unlisted debentures.