NEWS RELEASE SGX introduces measures to advance Catalist transition 24 July 2009 Singapore Exchange Limited ( SGX ) announced today further measures to advance the transition progress of Catalist Non-sponsored ( NS ) companies for the development of Catalist, its sponsor-supervised board for fast growing companies. The measures serve to provide financial assistance and time relief to Catalist-NS companies in view of the prevailing economic conditions. Loan guarantee scheme for Catalist-NS companies SGX is introducing a loan guarantee scheme where Catalist-NS companies can each obtain a one-time loan of up to $50,000 for fees payable to its Catalist Sponsor ( Sponsor ). This is to help Catalist-NS companies with potential short-term funding needs. Hong Leong Finance Limited based on its credit criteria and processes will provide the loans under the scheme. The loans will be disbursed directly to the respective Sponsors of the borrowers. SGX supports the scheme by providing a guarantee to cover 90% of each loan subject to a total loan amount of S$5 million under the scheme. With the SGX guarantee, borrowers need not pledge any other security or provide any other guarantee. The loan will be for a two-year period. The loan application period will start on 3 August 2009 and end on 30 October 2009, with drawdown no later than 31 December 2009. Scheme The scheme is open to all Catalist-NS companies, including those have already engaged a Sponsor. Please refer to Appendix 1 for details of the scheme. Extension of deadline and introduction of share trading suspension Under current rules, Catalist-NS companies who have not engaged a Sponsor by the transition deadline, 5 February 2010, may face delisting. With the introduction of this measure, Catalist-NS companies without a Sponsor after the deadline are subject to a share trading suspension until 31 December 2010. The share trading suspension allows further time reprieve for Catalist-NS companies and their shareholders to engage Sponsors or undertake corporate actions to maintain their listing status. Share trading will resume upon a company completing either of the above actions. Catalist-NS companies without a Sponsor after 31 December 2010 will be delisted. Please refer to Appendix 2 for the revised Practice Note 14A of the Catalist Rules pertaining to the above changes. Page 1 of 6
Since the launch of Catalist in February 2008, SGX had worked with Sponsors to introduce various initiatives to facilitate a smooth transition of Catalist-NS companies onto the sponsorship regime. These include an early-bird engagement discount scheme, a forward engagement scheme and quarterly progress reports on the appointment of Sponsors. The two schemes provided assistance to Catalist-NS companies in their Sponsor appointment, while the progress reports provided shareholders with updates of the Catalist-NS companies transition plans. Out of the total of 154 Catalist-NS companies at the inception of Catalist, 44 companies have appointed Sponsors, 28 of them have transferred to SGX Mainboard and 6 companies have been delisted. Currently, 76 companies have not engaged a Sponsor. Based on the latest progress reports by these companies, 66 have indicated intent to appoint a Sponsor before the transition deadline. Six companies have indicated their intent to transfer to Mainboard or pursue a restructuring exercise to maintain listing. SGX has been expanding the pool of Sponsors with diverse backgrounds to allow for a competitive environment for sponsorship services and wider choices to meet varied needs of companies. There is a current pool of 19 approved Sponsors comprising 11 Full Sponsors and 8 Continuing Sponsors. For a complete list of Sponsors, please visit the Catalist website at www.sgxcatalist.com. Mr Lawrence Wong, Executive Vice President and Head of Listings at SGX, said, The Catalist regime is an important development for our marketplace with its emphasis on providing Sponsor guidance and supervision for the benefit of Catalist companies. In this current environment, our measures aim to strike a balance between the development of Catalist and the interests of its various stakeholders, including the need of shareholders for certainty on the continuing listing of companies they have invested in. For further information, kindly contact: - End - Magdalyn Liew Corporate Communications Tel : (65) 6236 8157 Email : magdalynliew@sgx.com Joan Lew Corporate Communications Tel : (65) 6236 8658 Email : joan@sgx.com Page 2 of 6
Appendix 1 Salient Terms of the Catalist Loan Scheme The Catalist Loan Scheme is available to all Catalist-NS companies, including companies that have already engaged a Sponsor. Hong Leong Finance, with SGX providing a 90% guarantee on the loan amount, administers the scheme. No Condition Brief Description 1 Loan Application Period 3 August 30 October 2009 2 Loan Amount Maximum S$50,000 per loan 3 Scheme Amount Maximum S$5,000,000 4 Purpose For payment of Sponsor fees 5 Security NIL 6 Personal Guarantors NIL 7 Loan Period Repayment period of 2 years or on demand, whichever is earlier 8 Interest Rate 6.5% per annum with monthly rests 9 Repayment Monthly GIRO repayment of principal and interest, the first payment to be made within one month from the date of disbursement of Loan 10 Drawdown Pre-condition Loan must be drawn within 60 days from the date of Facility Letter, but no later than 31 December 2009. (1) Borrower making an announcement that the Borrower has engaged a Sponsor (2) HLF receiving a copy of the invoice from Sponsor 11 Mode of Disbursement One drawing in full for payment direct to Sponsor 12 Default Interest Rate 5% above average prime lending rate of UOB, DBS Bank and OCBC on the last day of each month For enquiries on the Catalist Loan Scheme, please contact: Gerry De Silva Head Group Corporate Affairs Hong Leong Group Singapore Tel: 6428 9308 Mobile: 9731 7122 Email: gerry@cdl.com.sg Page 3 of 6
Appendix 2 PRACTICE NOTE 14A CATALIST TRANSITION PROCESS AND TIMETABLE Cross-referenced from Rule 1402 1. Introduction (a) This Practice Note sets out the details and timetable on the transition measures to bring Catalist issuers into compliance with Catalist Rules by the Transition Date. (b) All Catalist Non-Sponsored issuers, except those suspended pursuant to Rule 1303 of the Listing Manual, must comply with the transition requirements set out in this Practice Note. 2. Transition Measures (a) Quarterly Progress Report to SGX By 1 November 2008, Catalist Non-Sponsored issuers must submit the first progress report to SGX Catalist Regulation. Thereafter from 1 January 2009, a progress report must be submitted to SGX Catalist Regulation within 45 days after the end of each of the first three quarters and 60 days after the end of the financial year. Such progress reports must be copied to the issuer s Board of Directors and incorporate the following information: (i) Name of issuer; (ii) Reporting period; (iii) Name, designation and contact details of Director or person in charge of the search and appointment of sponsor (iv) Updated timetable of milestones, including but not limited to estimated time periods allocated for the search for a suitable sponsor, negotiation of terms, as well as the estimated dates for the board approval of and the appointment of sponsor; (v) If applicable, description of any plans that the company will implement as an alternative to appointing a sponsor, such as undergoing a reverse takeover, merger & acquisition, or transferring to Mainboard; (vi) List of sponsors approached to date; and (vii) Any other relevant information (b) Quarterly Progress Update to shareholders and investors From 1 January 2009, Catalist Non-Sponsored issuers must also announce via SGXNET, within 45 days after the end of each of the first three quarters and 60 days after the end of the financial year, the following information: (i) as required in 2(a)(i) to (iv); (ii) as required in 2(a)(v), if such information has been announced by the company, and (iii) any other relevant information. Page 4 of 6
(c) Requirement to appoint Sponsors for corporate actions From 1 January 2009, Catalist Non-Sponsored issuers must appoint a sponsor and comply with Catalist Rules when undertaking any of the following corporate actions: (i) Rights issue or placement of shares, company warrants or other convertible securities for cash, excluding shares issued pursuant to an employee or performance share/share option plan; (ii) Major transaction as defined under Rule 1013 of the Listing Manual of the former SESDAQ rules; (iii) Transaction that will require shareholders approval pursuant to Chapter 9 of the Listing Manual of the former SESDAQ rules; and (iv) Scheme of Arrangement. (d) Suspension of Catalist Non-Sponsored issuers after the Transition Date (i) From 6 February 2010, trading of securities of Catalist Non-Sponsored issuers that have not appointed a sponsor on or before the Transition Date and announced the date from which they will comply with Catalist Rules as agreed with the Exchange, will be suspended. (ii) The suspended Catalist Non-Sponsored issuers must submit quarterly progress reports to SGX and announce quarterly progress updates via SGXNet as required in 2(a) and 2(b) respectively. (iii) The suspension will only be lifted and the issuers trading status reinstated if the Catalist Non-Sponsored issuers appoint a Sponsor in accordance with Rule 1403(3) and comply with Catalist Rules before 31 December 2010. (e) Delisting of Catalist Non-Sponsored issuers after 31 December 2010 After 31 December 2010, Catalist Non-Sponsored issuers will be delisted and removed from the Official List. Pursuant to Rule 1404(2), issuers will be required to offer a reasonable exit alternative, which should normally be in cash, to: (i) Its shareholders; and (ii) Holders of any other classes of listed securities to be delisted. The issuers should normally appoint an independent financial adviser which need not be an approved sponsor to advise on the exit offer. The delisting will take effect after completion of the exit offer. Page 5 of 6
3. Catalist Transition Timetable No. Transition Measure Implementation Date 1. Quarterly progress report to SGX 1 November 2008 2. Quarterly progress update to investors 1 January 2009 3. Requirement to appoint a sponsor when undertaking certain corporate actions 1 January 2009 4. Transition Date 5 February 2010 5. Date of Suspension of Catalist Non- Sponsored issuers 6 February 2010 6. Date of Delisting After 31 December 2010, subject to completion of exit offer Page 6 of 6