On 7 March, the Singapore Exchange (“SGX“) suspended the admission to trading of PJSC Gazprom’s global depository receipts due to sanctions imposed on Russia by the Singapore Government. Gazprom is a Russian oil and gas company in which the Russian government has a controlling interest (including both direct and indirect ownership) of more than 50 per cent. This suspension comes after the Singapore Government announced details of its financial measures and export control sanction measures on Russia, including prohibiting transactions and financial services that facilitate fund raising to the Russian government and entities owned or controlled by them (see our previous blog).
We set out below a high-level summary of the SGX’s expectations of SGX-listed issuers in relation to sanctions.
ISSUER EXPOSED TO SANCTIONS-RELATED RISKS
The expectations of an SGX-listed issuer, or any person or entity closely associated with the issuer, that is exposed to sanctions-related risks include:
- implementing adequate and effective systems of internal controls and risk management systems to address and mitigate risks including sanctions-related risks;
- providing timely disclosure of material information that may materially affect the price or value of securities; or is necessary to avoid the establishment of a false market in the issuer’s securities;
- assessing on an ongoing basis, whether an issuer has exposure of nexus to sanctions-related risks;
- providing confirmation in the annual report on the adequacy and effectiveness of internal controls and risk management systems to address and mitigate sanctions-related risks;
- ensuring that board of directors and audit committee is responsible for monitoring the issuer’s risk of being subject to or violating sanctions laws, and ensuring timely and accurate disclosure to SGX and other relevant authorities;
- where appropriate, requiring an issuer to undertake independent review or obtain external auditor’s confirmation that fund raising proceeds are not used to finance any sanctioned activity or benefit any sanctioned subject;
- obtaining legal advice on whether the issuer’s dealings may violate any applicable sanctions laws; and
- making an immediate announcement on SGXNet should there be a material change in the issuer’s risk of being subject to sanctions, and if legal advice has been obtained, this should also be specified. SGX expects the announcement to include:
- the impact of sanctions-related risks on the business operations of the issuer, including any restrictions imposed by stakeholders;
- confirmation that control measures have been implemented;
- confirmation by the audit committee that the control measures implemented are adequate and effective in light of the sanctions-related risks (and to seek independent advice where appropriate); and
- if the control measures have not yet been implemented, to outline the implementation plan and follow-up with confirmations when the action is completed.
ISSUER SUBJECT TO SANCTIONS OR ENGAGING IN A SANCTIONED ACTIVITY
SGX expects issuers subject to sanctions or issuers engaging in a sanctioned activity to:
- suspend trading in its listed securities, and to remain suspended until it has demonstrated to SGX that it is no longer a sanctioned subject or it has ceased the sanctioned activity;
- immediately announce the impact of sanctions or sanctioned activities on the business operations of the issuer; and
- submit a proposal within 12 months from the date of suspension regarding remediation proposals to be implemented for the issuer to no longer be a sanctioned subject or to cease the sanctioned activity. These remediation proposals are to be implemented 6 months from the date that the SGX confirms that it has no objections to these proposals.
Issuers may risk being removed from the list of companies admitted to SGX mainboard and SGX Catalist if issuers fail to submit or implement the remediation proposals within the stipulated timelines.
Notably, persons who have been sanctioned by international bodies and national governments would not be suitable for continued appointment as an executive officer or director of an issuer. SGX may also not provide approval for any fundraising activities if proceeds raised are likely to be used to benefit any sanctioned subject or finance any sanctioned activity.
CESSATION OF SANCTIONS-RELATED RISKS
An immediate announcement has to be made when the issuer is no longer exposed to any sanctions-related risks, or where the issuer ceases to be a sanctioned subject or cease to engage in a sanctioned activity. SGX may require that the issuer obtain and announce legal advice and confirmation from any other relevant parties in relation to whether there may be any legal and financial penalties and liabilities (including contingent liabilities) imposed on the issuer, or confirm the validity of such legal advice. Issuers should ensure that timely disclosures are made should there be material updates to the legal advice.
OTHER ACTIONS THAT SGX MAY TAKE
The SGX may at any time choose to suspend the trading of an issuer’s securities. The issuer’s suitability for listing may also be an issue in extreme cases and SGX may exercise its powers at any time to remove an issuer from its Official List, such as where the exposure or nexus to sanctions-related risks has materially undermined the issuer’s business, or where the sanctions-related risks to its shareholders or SGX are likely to be significant.