IPO: Consent for disclosure of material contracts

Equity capital markets (ECM)

The Prospectus Guidelines have been amended recently with the amendments to take effect from 1 January 2021. The existing paragraph 1.08(g) of Part III: Procedures for Registration has been amended to clarify that certified true copies of all material contracts, regardless whether the contracts are in the corporation’s ordinary course of business or not, must be submitted with the prospectus to the SC during the prospectus registration stage.

The amendment clarifies that material contracts to be submitted to the SC for prospectus registration are not limited to material contracts entered into by the applicant and its group of companies (“Listing Group”) outside ordinary course of business only but also include material contracts in the ordinary course of business.

Where the material contracts contain confidentiality clauses which prohibit disclosure to any third party, the applicant would seek consents from the counterparties of the contracts for disclosure of such contracts for IPO purposes. The Listing Group should ensure that consents are also sought for material contracts in the ordinary course of business, if such contracts contain the relevant confidentiality obligations.

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This post was first posted on Linkedin on 26 December 2020.

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