Waiver::Waivers granted under the SGX Eligibility-To-List ( ETL ) approval dated 29 September 2016

Issuer & Securities

Issuer/ Manager
PHILLIP CAPITAL MANAGEMENT (S) LTD
Securities
PHILLIP SGX APAC DIV REIT ETF - SG1DB9000009 - BYI
PHILLIP SGX APACDIV REIT ETFS$ - SG1DB9000009 - BYJ
Stapled Security
No

Announcement Details

Announcement Title
Waiver
Date &Time of Broadcast
19-Oct-2016 15:34:31
Status
New
Announcement Sub Title
Waivers granted under the SGX Eligibility-To-List ( ETL ) approval dated 29 September 2016
Announcement Reference
SG161019OTHRUPWR
Submitted By (Co./ Ind. Name)
Vivien Lim
Designation
Manager
Description (Please provide a detailed description of the event in the box below)
Announcement pursuant to Rule 107 of the Listing Manual on waivers granted by SGX, and the reason(s) for each waiver, under the SGX Eligibility-To-List ( ETL ) approval dated 29 September 2016


(a) Rule 404(2)(a)
Rule 404(2)(a) of the Listing Manual states that an investment fund denominated in a foreign currency must have a minimum asset size of at least US$20 million (or its equivalent in other currencies).
The amount to be raised by the Fund would depend on, among others, the issue price of the Units, the prevailing market conditions during the initial offering period and the levels of subscription. Under such circumstances, it would not be possible to determine, until the close of the initial offering period, whether the Fund has a minimum asset size of at least US$20 million.
SGX has, under paragraph 3(a) of the ETL, waived the requirement for compliance with Rule 404(2)(a).
The Fund has a net asset size of USD 30,878,315 at the close of the initial offer period.

(b) Rules 705(1) and 705(3)(b)
Rule 705 of the Listing Manual prescribes certain requirements to be met by listed issuers in relation to the frequency of the preparation of its financial statements, the content of financial statements (as prescribed in Appendix 7.2 of the Listing Manual) and the time period within which financial statements have to be announced by listed issuers.

(i) Requirements relating to Accounts and Reports under the Listing Manual
Under Rule 705(1) of the Listing Manual, an issuer must announce the financial statements for the full financial year immediately after the figures are available, but in any event not later than 60 days after the relevant financial period.
Under the circumstances set out under Rule 705(2) of the Listing Manual, a listed issuer must make quarterly announcements of its financial statements immediately after the figures are available, but in any event not later than 45 days after the quarter end.
Under Rule 705(3)(b) of the Listing Manual, an issuer who does not fall within Rule 705(2) of the Listing Manual, must announce its first half financial statements immediately after the figures are available, but in any event not later than 45 days after the relevant financial period.



(ii) Requirements relating to Accounts and Reports under the Code on Collective Investment Schemes
As the Fund is a collective investment scheme authorised by the Monetary Authority of Singapore ( MAS ) under section 286 of the SFA, it will comply with the financial reporting requirements under the Code on Collective Investment Schemes (the Code ).
The Code sets out the time period within which accounts and reports of an authorised collective investment scheme have to be sent to unitholders under paragraph 2.3(b) of the Code, and the content of the accounts and reports of an authorised collective investment scheme are set out in Chapter 5 of the Code.
Under paragraph 2.3(b) of the Code,
(i) the semi-annual accounts and semi-annual report relating to an authorised collective investment scheme must be sent to participants within two months from the end of the period covered by the accounts and report; and
(ii) the annual accounts, report of the auditors on the annual accounts and annual report relating to an authorised collective investment scheme must be sent to participants within three months from the end of each financial year of the authorised collective investment scheme.
Under paragraph 5.1 of the Code, the half-yearly financial statements and the audited financial statements of an authorised collective investment scheme should be prepared in the manner prescribed by the Institute of Certified Public Accountants in Statement of Recommended Accounting Practice 7: Reporting Framework for Unit Trusts. The contents of the semi-annual report and annual report of an authorised collective scheme are also required to comply with paragraph 5.2 of the Code.
In addition to complying with the financial reporting requirements under the Code, we will also arrange for the Net Asset Value per Unit of the Fund to be published on its website at the end of each Business Day.
It is expected that the following information relating to the Fund will also be published on our website:
any public announcements made by the Fund, including information with regard to the Index, notices of the suspension of the calculation of the Net Asset Value, changes in fees and the suspension and resumption of trading, changes in the Participating Dealer(s); and
monthly holdings, the closing Net Asset Value and Net Asset Value per Unit and monthly fund performance information.
Compliance with the financial reporting requirements under the Code and publication of the above information on our website will provide investors with information on the financial performance of the Fund on a timely basis.
SGX has, under paragraph 3(b) of the ETL, waived the requirement for compliance with Rules 705(1) and 705(3)(b) of the Listing Manual.

(c) Rule 723
Rule 723 of the Listing Manual states that an issuer must ensure that at least 10% of the total number of issued shares excluding treasury shares (excluding preference shares and convertible equity securities) in a class that is listed is at all times held by the public.
Non-compliance with Rule 723 will not necessarily result in a disorderly market in the Units or a cornered situation in the trading of the Units as market makers will be appointed to create liquidity for investors. Further, Rule 404(9)(a)(xiii) expressly exempts an exchange traded fund from Rule 724, which apply in the event that Rule 723 is not complied with.
SGX has, under paragraph 3(c) of the ETL, waived the requirement for compliance with Rule 723 of the Listing Manual.

(d) Rule 748(4)
Rule 748(4) of the Listing Manual states that an investment fund must seek shareholders (unitholders ) approval for any change of the investment manager.
Under Clause 29.5(C) of the Trust Deed, Unitholders have the right to remove the Manager. The Manager may also be removed by notice in writing given by the Trustee under the following circumstances:
(a) if the Manager goes into liquidation (except a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously notified in writing to the Trustee) or if a receiver is appointed over any of its assets or if a liquidator or judicial manager is appointed in respect of the Manager; or
(b) if in the opinion of the Trustee, the Manager fails or neglects after reasonable notice from the Trustee to carry out or satisfy any obligations imposed on the Manager by the Trust Deed. In such an event, the Trustee shall appoint another manager (duly approved as may be required by law for the time being applicable to the Trust Deed) as the new manager; or
(c) the MAS withdraws its approval of the Manager as manager of the Fund or directs the Trustee to remove the Manager as manager of the Fund.
The purpose of permitting the removal of the Manager without Unitholders approval under the circumstances set out above is to allow the Trustee and the MAS to effectively safeguard the interests of Unitholders in a timely manner in situations where the Manager is no longer in a capacity to discharge its duties in respect of the Fund.
It is also intended that the Manager shall have the power to retire in favour of some other person considered by the Trustee to be suitably qualified and eligible to be the manager of the Fund and who is acceptable to the MAS, by giving three months prior notice in writing to that effect to the Trustee. Unitholders interest will not be prejudiced by allowing the Manager to retire in favour of some other person who is considered by the Trustee to be suitably qualified and eligible, and who is acceptable to the MAS.
Prior notification will be given to Unitholders via SGXNET and to the MAS if no prior approval of Unitholders has been obtained for a change in the Manager.
SGX has, under paragraph 3(d) of the ETL, waived the requirement for compliance with Rule 748(4) of the Listing Manual.