Mainboard Rules
201
This Chapter sets out the requirements and procedures for an issuer seeking admission to the Official List of the Exchange and a listing of its equity securities. These requirements are generally applicable to all issuers, including companies incorporated in Singapore or elsewhere. The Exchange may vary the requirements in a particular case.
202
An issuer may apply for admission to the Official List of the SGX Mainboard. The listing may be a primary or a secondary listing. The Exchange has absolute discretion concerning the admission of an issuer to the Exchange's Official List (and its removal) and quotation of its equity securities (and their suspension). The Exchange may approve applications for listing unconditionally or subject to condition(s), or may reject applications for listing, as it thinks appropriate. The Exchange also reserves the right to vary any such condition(s) or impose additional conditions.
Amended on 7 February 20207 February 2020.
203
An issuer seeking listing for its equity securities must be a going concern or be the successor of a going concern. In reviewing a listing application, the Exchange will consider a number of factors, including the specific numerical standards and qualitative factors set out in this Manual. While the size of an issuer is important, greater emphasis is placed on factors such as the integrity of the management and controlling shareholders, an issuer's market position and relative stability, and the disclosure provided in the prospectus, offering memorandum or introductory document.
204
Additional guidelines for the listing of property investment and property development companies are set out in Part VI of this Chapter. Requirements for the listing of global depository receipts are also set out in Part XI of this Chapter.
Amended on 29 September 201129 September 2011.
205
Issuers, other than investment companies, whose assets consist wholly or substantially of cash or short-dated securities will not normally be admitted to the Official List.
206
Partly-paid shares may be admitted to listing provided at least one month's notice in advance of the amount and time of payment of each call is given to shareholders. The Exchange may impose restrictions on the dealings in such shares until they are fully paid.
208
The Exchange may prescribe additional or other requirements for the listing of specific types of issuers not specifically addressed by this Chapter.
209
While an issuer remains on the Official List of SGX Mainboard, it must comply with the listing rules. If the issuer has a secondary listing on SGX Mainboard, it must comply with Rule 217.
Amended on 7 February 20207 February 2020.
210
An issuer applying for listing of its equity securities on the SGX Mainboard must meet the following conditions:—
(1) Shareholding Spread And Distribution
(a) The following table sets out the shareholding and distribution requirements:—
| PUBLIC FLOAT | DISTRIBUTION | ||||
| Market Capitalisation (S$ million) ("M") | Proportion of post-invitation share capital in public hands | Number of shareholders | Total Offer Size (S$ million) ("O") | Distribution | |
| S G X - M A I N B O A R D | M < 300 | 25% | 500 | O< 75 | At least 40% of the invitation shares or $15 million whichever is lower, must be distributed to investors each allotted not more than 0.8% of the invitation shares or $300,000 worth of shares whichever is lower. |
| 300 ≤ M < 400 | 20% | 500 | 75 ≤ O < 120 | At least 20% of the invitation shares must be distributed to investors, each allotted not more than 0.4% of the invitation shares. | |
| 400 ≤ M < 1000 | 15% | 500 | O ≥ 120 | No requirement applicable. | |
| M ≥ 1000 | 12% | 500 | Notes: 1) The shareholdings of an applicant and his associates must be aggregated and treated as one single holder. 2) Preferential allotments made pursuant to Rule 234 must be excluded. | ||
(i) The shareholding spread must not be obtained by artificial means, such as giving shares away and offering loans to prospective shareholders to buy the shares.
(ii) In the computation of the percentage of shares to be held in public hands, existing public shareholders may be included, subject to an aggregate limit of 5% of the issuer's post-invitation issued share capital and provided such shares are not under moratorium. For the purpose of this rule, "existing public shareholders" refer to shareholders of the issuer immediately before the invitation and who are deemed "public" as defined in the Manual. This rule is not applicable to an application for listing by way of introduction.
(iii) An overall distribution of shareholdings that is expected to provide an orderly secondary market in the securities when trading commences, and that will be unlikely to lead to a corner situation in the securities.
(iv) The subscription and allocation value of the shares at IPO for each investor must be at least S$500 and must be based on an integral multiple of a board lot.
(b)
(i) For a secondary listing, an issuer must have at least 500 shareholders worldwide. Where the Exchange and the primary home exchange do not have an established framework and arrangement to facilitate the movement of shares between the jurisdictions, the issuer should have at least 500 shareholders in Singapore or 1,000 shareholders worldwide.
(ii) The subscription and allocation value of the shares at IPO for each investor must be at least S$500 and must be based on an integral multiple of a board lot (either traded on the primary home exchange or on the Exchange as may be agreed by the Exchange).
(2) Quantitative Criteria
An issuer must also satisfy one of the following requirements:—
An issuer must also satisfy one of the following requirements:—
(a) Minimum consolidated pre-tax profit (based on full year consolidated audited accounts) of at least S$30 million for the latest financial year and has an operating track record of at least three years.
(b) Profitable in the latest financial year (pre-tax profit based on the latest full year consolidated audited accounts), has an operating track record of at least three years and has a market capitalisation of not less than S$150 million based on the issue price and post-invitation issued share capital.
(c) Operating revenue (actual or pro forma) in the latest completed financial year and a market capitalisation of not less than S$300 million based on the issue price and post-invitation issued share capital. Real Estate Investment Trusts and Business Trusts who have met the S$300 million market capitalisation test but do not have historical financial information may apply under this rule if they are able to demonstrate that they will generate operating revenue immediately upon listing.
(3) Profit Test
With respect to the profit tests in Rule 210(2)(a) and (b), the following shall apply:—
With respect to the profit tests in Rule 210(2)(a) and (b), the following shall apply:—
(a) An issuer must have been engaged in substantially the same business and have been under substantially the same management throughout the period for which the three years operating track record applies.
(b) If the group made low profits or losses in the two years before the application due to specific factors which were of a temporary nature and such adverse factors have either ceased or are expected to be rectified upon the issuer's listing, the application may still be considered.
(c) In determining the profits, non-recurrent income and items generated by activities outside the ordinary course of business must be excluded.
(d) The Exchange will normally not consider an application for listing from an issuer which has changed or proposes to change its financial year end if the Exchange is of the opinion that the purpose of the change is to take advantage of exceptional or seasonal profits to show a better profit record.
(4) Financial Position And Liquidity
(a) The group must be in a healthy financial position, having regard to whether the Group has a positive cash flow from operating activities.
(b) Prior to listing, all debts owing to the group by its directors, substantial shareholders, and companies controlled by the directors and substantial shareholders must be settled. For the purposes of this paragraph (b), reference to debt includes third party indebtedness (including contingent liabilities for guarantees and indemnities) incurred by the group for the benefit of the directors, substantial shareholders and companies controlled by the directors and substantial shareholders. This rule does not apply to debts owing by the subsidiaries and associated companies of the issuer to the group.
(c) While the surplus arising from revaluation of plant and equipment can be shown in the books of the issuer, such surplus should not be capitalised or used for calculating its net tangible assets per share.
(5) Directors And Management
(a) The directors and executive officers should have appropriate experience and expertise to manage the group's business. A director who has no prior experience as a director of an issuer listed on the Exchange must undergo training in the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange. If the nominating committee is of the view that training is not required because the director has other relevant experience, the basis of its assessment must be disclosed. As a pre-quotation disclosure requirement, an issuer must release a statement via SGXNET or in the prospectus, offering memorandum or introductory document identifying for each director, whether the person has prior experience as a director of an issuer listed on the Exchange or if he has other relevant experience, and if so, provide details of his directorships and other relevant experience. If the director has no prior experience as a director of an issuer listed on the Exchange and has no other relevant experience, the issuer must confirm that the person has undertaken training as prescribed by the Exchange.
(b) The character and integrity of the directors, management, founding shareholders and controlling shareholders of the issuer will be a relevant factor for consideration. In considering whether the directors, management, founding shareholders and controlling shareholders have the character and integrity expected of a listed issuer, the Exchange will take into account the disclosure made in compliance with Rule 246(5)(a).
(c) The issuer's board must have at least two non-executive directors who are independent and free of any material business or financial connection with the issuer. Independent directors must comprise at least one-third of the issuer’s board. In the event of any retirement or resignation which renders the issuer unable to meet any of the foregoing requirements, the issuer should endeavour to fill the vacancy within two months, but in any case not later than three months.
(d) A director will not be independent under any of the following circumstances:
(i) if he is employed or has been employed by the issuer or any of its related corporations in the current or any of the past three financial years;
(ii) if he has an immediate family member who is employed or has been employed by the issuer or any of its related corporations in the current or any of the past three financial years, and whose remuneration is or was determined by the remuneration committee of the issuer; or
(iii) [Deleted]
(iv) if he has been a director of the issuer for an aggregate period of more than nine years (whether before or after listing). Such director may continue to be considered independent until the conclusion of the next annual general meeting of the issuer.
(e) The issuer must establish one or more committees as may be necessary to perform the functions of an audit committee, a nominating committee and a remuneration committee, with written terms of reference which clearly set out the authority and duties of the committees.
(6) Chain Listing
A subsidiary or parent company of an existing listed issuer will not normally be considered suitable for listing if the assets and operations of the applicant are substantially the same as those of the existing issuer. In arriving at a decision, the Exchange will consider the applicant's business or commercial reasons for listing.
A subsidiary or parent company of an existing listed issuer will not normally be considered suitable for listing if the assets and operations of the applicant are substantially the same as those of the existing issuer. In arriving at a decision, the Exchange will consider the applicant's business or commercial reasons for listing.
(7) Articles Of Association
An issuer must ensure that its Articles of Association or constituent documents meet the requirements in Appendix 2.2.
An issuer must ensure that its Articles of Association or constituent documents meet the requirements in Appendix 2.2.
(8) Life Science Companies
A life science company that cannot meet the requirements in Rule 210(2), (3) and/or (4)(a) may list its equity securities on the SGX Mainboard if it fulfills the following conditions:
A life science company that cannot meet the requirements in Rule 210(2), (3) and/or (4)(a) may list its equity securities on the SGX Mainboard if it fulfills the following conditions:
(a) has successfully raised funds from institutional investors, accredited investors as defined in the SFA or such relevant persons as contemplated under sections 274 and 275 of the SFA prior to its IPO, not less than 6 months prior to the date of the listing application;
(b) meets the S$300 million market capitalisation requirement in Rule 210(2)(c);
(c) has as its primary reason for listing, the use of proceeds of the IPO to bring identified products to commercialisation;
(d) demonstrates that it has a three-year record of operations in laboratory research and development and submit to the Exchange the following:
(i) details of patents granted or details of progress of patent applications;
(ii) the successful completion of, or the successful progression of, significant testing of the effectiveness of its products; and
(iii) the relevant expertise and experience of its key management and technical staff; and
(e) has available working capital that is sufficient for its present requirements and for at least 18 months after listing.
For the avoidance of doubt, an issuer seeking a listing of its equity securities on the SGX Mainboard through this Rule 210(8) must satisfy all other listing requirements in Rule 210 apart from Rule 210(2)(a), (2)(b), (3) and 4(a).
(9) Mineral, Oil and Gas Companies
(a) A mineral, oil and gas company must be able to establish the existence of a meaningful portfolio of reserves in a defined area which is substantiated by a qualified person's report prepared by an independent qualified person.
(b) The effective date of the qualified person's report must not be more than 6 months from the date of lodgement of the offer document.
(c) A mineral, oil and gas company must have working capital that is sufficient for its present requirements and for at least 18 months after listing which must include (i) operating, general and administrative and financing costs; (ii) property holding costs; and (iii) costs of any proposed exploration and/or development. Working capital shall be considered as the applicant's ability to access cash and other available liquid resources (including proceeds from the initial public offering and projected cashflows but excluding future borrowings/financing which have not been obtained) in order to meet its liabilities as they fall due. Where projected cashflows are relied upon, the issue manager must submit a confirmation to the Exchange that it is satisfied that the projections are prepared by the applicant's directors after due and careful enquiry. Proceeds from the initial public offering can be taken into consideration only if the invitation is fully underwritten. If the invitation is not underwritten but the listing is subject to a specified minimum amount to be raised from the invitation, the proceeds taken into consideration shall be limited to the minimum amount to be raised.
(d) A mineral, oil and gas company must have at least one independent director with appropriate industry experience and expertise.
(e) All mineral, oil and gas companies must satisfy other listing requirements in Rule 210.
(f) A mineral, oil and gas company that cannot meet the requirements in Rule 210(2), (3) and/or (4)(a) may list its securities on the SGX Mainboard if it fulfills the following additional conditions:
(i) has market capitalisation of not less than S$300 million based on the issue price and post-invitation issued share capital; and
(ii) discloses its plans and milestones to advance to production stage with capital expenditure for each milestone. These plans must be substantiated by the opinion of an independent qualified person.
(g) The issue manager must submit a confirmation to the Exchange that after conducting due diligence, the issue manager is not aware of any matter that has caused it to believe that the listing applicant:
(i) has not obtained all material licences, permits or certificates necessary to conduct its operations from the relevant governmental bodies in the jurisdictions where the Group operates;
(ii) is not in compliance with all laws, rules and regulations in all jurisdictions in which the Group operates, including but not limited to, the proper incorporation and good standing of any incorporated subsidiary or interest, except where such non-compliance is not material to the Group's business operations; and
(iii) does not possess title to or valid and enforceable rights to any assets (including licenses and agreements) as is appropriate to the listing applicant or the Group, except where such lack of, or defect in, such title or rights is not material to the Group's business operations.
In relying on the opinion from a legal adviser in providing the confirmation to the Exchange, the issue manager should make due diligence inquiries including:
(i) assessing the suitability of the legal adviser having regard to whether the legal adviser has the relevant experience and is authorized to practise and advise in the relevant jurisdiction; and
(ii) reviewing the terms and scope of engagement.
(10) Dual Class Share Structure
(a) In this Rule 210(10):
(i) "permitted holder group" means a group of persons or an entity permitted to hold multiple voting shares in accordance with Rule 210(10), and includes a holder of multiple voting shares;
(ii) "responsible director" means, in relation to any multiple voting shares, a director who is required to be appointed in accordance with Rule 210(10); and
(iii) references to any sale or transfer of multiple voting shares include any sale or transfer of interest (including beneficial interest or voting right) thereto, and whether or not for value.
(b) A listing applicant that intends to list with a dual class share structure must be suitable for listing with a dual class share structure.
(c) An issuer must specify the holders of multiple voting shares at IPO. The Exchange may permit a group of persons or an entity to be treated as a permitted holder group. In the case of a permitted holder group, an issuer must specify the scope of the permitted holder group at IPO. The issuer may not add to the scope subsequently.
(d) Each multiple voting share shall not carry more than 10 votes per share. An issuer must specify the number of votes at IPO, and may not increase such number subsequently.
(e) Subject to Rule 210(10)(f):
(i) a holder of multiple voting shares must be appointed as a responsible director; or
(ii) in the case of a permitted holder group, a responsible director must be appointed for the permitted holder group. The Exchange may require any other person to be appointed as a responsible director.
(f) An issuer with a dual class share structure must have automatic conversion provisions which provide that a multiple voting share will be converted into an ordinary voting share on a one-for-one basis in the event that:
(i) the multiple voting share is sold or transferred to any person, and in the case of a permitted holder group, other than to persons in the permitted holder group; or
(ii) a responsible director ceases service as a director (whether through death, incapacity, retirement, resignation or otherwise), and in the case of a permitted holder group, other than where a new responsible director is appointed,
unless otherwise specifically approved by shareholders through the enhanced voting process. The relevant holder of the multiple voting share, the person to whom the multiple voting share is to be sold or transferred and such responsible director (as the case may be), and their respective associates, must abstain from voting on the resolution.
(g) Holders of ordinary voting shares holding at least 10% of the total voting rights on a one-share-one-vote basis must be able to convene a general meeting.
(h) In any general meeting, the number of votes that may be cast by holders of ordinary voting shares who are not also holders of multiple voting shares must be at least 10% of the total voting rights of the issuer.
(i) The majority of each of the committees performing the functions of an audit committee, a nominating committee and a remuneration committee, including the respective chairmen, must be independent.
(j) The issuer must ensure that the requirements relating to the dual class share structure and the rights of the multiple voting shares and ordinary voting shares in Rules 210(10)(c) to 210(10)(i) are prescribed in its Articles of Association or other constituent documents.
(11) Special Purpose Acquisition Company or SPAC
(a) An issuer that intends to list as a SPAC must be suitable for listing and is not permitted to adopt a dual class share structure at IPO. In assessing the suitability of the SPAC, the Exchange may take into account any factor it considers relevant including, but not limited to, the factors set out in Practice Note 6.4.
Quantitative Criterion
(b) Market capitalisation of not less than S$150 million based on the issue price and post-invitation issued share capital.
Shareholding Spread
(c) At least 25% of its total number of issued shares excluding treasury shares must be held by at least 300 public shareholders.
Issue Price
(d) The issue price of the securities offered for subscription or sale, for which a listing is sought, must be at least S$5 each. Securities may consist of a share and warrant (or other convertible securities).
Minimum Securities Participation
(e) The issuer’s founding shareholders and management team must, in aggregate, subscribe for a minimum value of equity securities (based on the subscription price at IPO) in accordance with the following requirements:
The form of equity securities participation may be by way of (i) subscription of units, shares or warrants at IPO; (ii) by irrevocable commitment provided at the time of the IPO, to subscribe for equity securities of the issuer no later than simultaneously with the completion of the business combination, or (iii) by a combination of the methods in (i) and (ii), subject to compliance with the listing rules and such other conditions as the Exchange may consider appropriate. For the avoidance of doubt, the subscription price of the equity securities participation by way of the method in (ii) must not be lower than the subscription price of the respective equity securities at IPO.
| Market Capitalisation (S$ million) (“M”) | Proportion of subscription |
| 150 ≤ M < 300 | 3.5% |
| 300 ≤ M < 500 | 3.0% |
| M ≥ 500 | 2.5% |
(f) The extent of the aggregate equity interests in the issuer acquired by the founding shareholders, management team, and their associates at nominal or no consideration is generally permitted up to 20% of the issued share capital of the issuer (on a fully diluted basis) immediately following closing of the IPO. The Exchange retains discretion in considering the appropriateness of such equity ownership, taking into account the overall structure of the issuer. For avoidance of doubt, such limit includes equity interests arising from warrants or other convertible securities acquired at nominal or no consideration.
Board Committees
(g) The majority of each of the committees performing the functions of an audit committee, a nominating committee and a remuneration committee, including the respective chairmen, must be independent.
Moratorium
(h)
(i) The moratorium requirements specified in Rules 227, 228 and 229 must be satisfied. The period of moratorium specified in Rules 229(1) to (4) commences on the date of listing up to and including the completion date of the business combination.
(ii) The moratorium requirements specified in Rules 227, 228 and 229 are applicable to all equity securities of the issuer held by the founding shareholders, the management team, and their respective associates on the date of listing. The period of moratorium specified in Rule 229 commences on the date of listing up to and including the completion date of the business combination.
(iii) Following the completion of the business combination, all equity securities of (A) the founding shareholders and the management team of the issuer, and their associates; and (B) the controlling shareholders of the resulting issuer and their associates, and executive directors of the resulting issuer with an interest in 5% or more of the issued share capital of the resulting issuer, will be subject to the moratorium requirements in Rules 227, 228 and 229 (in accordance with the resulting issuer’s compliance with Rules 210(2)(a), (b) or (c), or Rule 210(8), or Rule 210(9)) from the completion date of the business combination.
IPO Proceeds and Escrow Requirements
(i)
(i) Immediately upon listing on the Exchange, the issuer must place at least 90% of the gross funds raised from its IPO in an escrow account opened with and operated by an independent escrow agent which is a financial institution licensed and approved by the Monetary Authority of Singapore. The amount placed in the escrow account cannot be drawn down except for the purpose of the business combination, on liquidation of the issuer or such other circumstances set out in Practice Note 6.4.
(ii) The escrow agent appointed by the issuer must be independent of the founding shareholders, the management team, and their associates.
(iii) The issuer must secure and maintain the escrow arrangement(s) at all times over the funds in the escrow account until the termination of the escrow account in accordance with Rule 210(11)(i)(v).
(iv) The issuer (through the escrow agent) shall only be permitted to hold its assets in permitted investments in the form of cash or cash equivalent short-dated securities of at least A-2 rating (or an equivalent) until completion of a business combination that meets the Exchange’s requirements.
(v) The issuer (through the escrow agent) may invest the escrowed funds in permitted investments in accordance with Rule 210(11)(i)(iv) and the escrow agreement governing the escrowed funds must provide for:
(A) The termination of the escrow account and release of the escrowed funds on a pro rata basis to shareholders who exercise their redemption rights in accordance with Rule 210(11)(m)(x) and the remaining escrowed funds to the issuer, if the issuer completes a business combination within the permitted time frame; and
(B) The termination of the escrow account and the distribution of the escrowed funds to shareholders (other than the founding shareholders, the management team, and their associates in respect of all equity securities owned or acquired by them prior to or pursuant to the IPO) in accordance with the terms of Rules 210(11)(n)(i) to (iv).
The content of the escrow agreement must comply with the requirements as set out in paragraph 3 of Practice Note 6.4.(vi) The IPO proceeds that are not placed in the escrow account, and interest or other income earned on the escrowed funds from permitted investments, may be applied as payment for administrative expenses incurred by the issuer in connection with the IPO, for general working capital expenses and for the purpose of identifying and completing a business combination.
Issue of Warrants and Other Convertible Securities
(j) Where any warrants or other convertible securities are issued in connection with the IPO or prior to the completion of a business combination, these convertible securities must comply with the following requirements:
(i) Part VI of Chapter 8;
(ii) the exercise price of warrants or other convertible securities must not be lower than the price of the ordinary shares offered for the IPO;
(iii) the warrants or other convertible securities must not be exercisable prior to the completion of the business combination;
(iv) the warrants or other convertible securities must not have an entitlement to the funds held in the escrow account upon liquidation of the issuer or redemption of the ordinary shares by shareholders; and
(v) the tenure of the warrants or other convertible securities must expire on the earlier of the (A) maximum tenure under the issuance terms as stated in the prospectus issued in connection with the issuer’s IPO; or (B) permitted time frame for completion of a business combination where no business combination is completed within such time period.
(k) An issuer must establish a percentage limit of not more than 50% as to the maximum dilution to the issuer’s post-invitation issued share capital with respect to the conversion of any warrants or other convertible securities issued by the issuer in connection with the IPO.
Additional Continuing Listing Requirements Prior to Completion of a Business Combination
(l)
(i) Prior to the completion of a business combination, the Exchange may permit the issuer to raise additional funds through the issue of equity securities where (A) the issuance is made on a pro rata basis and in accordance with the requirements in Chapter 8; (B) at least 90% of the gross proceeds raised are placed in escrow in accordance with Rule 210(11)(i)(i); and (C) the proceeds raised are for the purpose of financing the business combination and/or related administrative expenses. For avoidance of doubt, contemporaneous with completion of the business combination, the issuer may raise additional funds (including by way of a placement or subscription for the issuer’s equity securities by institutional and/or accredited investors) in accordance with Chapter 8.
(ii) The issuer shall not be permitted to obtain any form of debt financing (excluding short term trade or accounts payables in the ordinary course of business) other than contemporaneous with completion of its business combination provided that the (A) funds in the escrow account must not be used as collateral or subject to encumbrance for the debt financing; and (B) funds drawn down from the debt financing must be applied towards the financing of the business combination and/or related administrative expenses. A credit facility may be entered into prior to completion of a business combination, but should be drawn down contemporaneous with, or after completion of a business combination.
(iii) The issuer must not provide any financial assistance to any person or entity until it has fully financed or satisfied the consideration of the business combination and the ownership of the business(es) or asset(s) acquired under the business combination is beneficially and legally vested with the resulting issuer.
(iv) The issuer will not be permitted to adopt any security-based compensation arrangement prior to the completion of a business combination.
Business Combination
(m)
(i) The issuer must complete a business combination within 24 months from the date of listing. Where the issuer has entered into a legally binding agreement for a business combination before the end of the 24-months period, the issuer shall have up to not more than 12 months from the relevant deadline to complete the business combination, subject to an overall maximum time frame of 36 months from the date of listing, and provided that:
(A) such an extension is permitted by and in accordance with all relevant laws and regulations governing the issuer in its place of constitution;
(B) the Exchange is notified of such an extension in a timely manner;
(C) the extension is announced via SGXNET by the issuer in a timely manner; and
(D) in the announcement referred to in paragraph (C), the issuer must confirm that:
(1) there is no material adverse change to the financial position of the issuer since the date of prospectus issued in connection with its listing on the Exchange;
(2) the extension is permitted by and in accordance with all relevant laws and regulations governing the issuer in its place of constitution; and
(3) the issuer will provide quarterly updates to investors on its progress in meeting key milestones in completing the business combination via SGXNET.
(ii) Other than the extension circumstance specified in Rule 210(11)(m)(i), the issuer must (A) apply to the Exchange for an extension of time to complete the business combination; and (B) specifically obtain the approval of a majority of at least 75% of the votes cast by shareholders at a general meeting to be convened. The issuer must justify a compelling reason for the extension of time and any application for extension of time must be submitted to the Exchange at least 2 months before expiry of the permitted time frame.
For the purpose of voting on the extension of time, the founding shareholders, the management team, and their associates, are not permitted to vote with shares acquired at nominal or no consideration prior to or at the IPO of the issuer. The Exchange retains the discretion to reject an application for extension of time if the Exchange is of the opinion that there is no compelling justification for the time extension and/or it is in the interests of the public to do so.
For the purpose of voting on the extension of time, the founding shareholders, the management team, and their associates, are not permitted to vote with shares acquired at nominal or no consideration prior to or at the IPO of the issuer. The Exchange retains the discretion to reject an application for extension of time if the Exchange is of the opinion that there is no compelling justification for the time extension and/or it is in the interests of the public to do so.
(iii) The initial business or asset acquired pursuant to the business combination must have a fair market value of at least 80% of the amount in the escrow account at the time of entry into the binding agreement for the business combination transaction, excluding any amount held in the escrow account representing deferred underwriting fees and any taxes payable on the income earned on the escrowed funds.
Where the SPAC consummates multiple concurrent acquisitions or mergers as part of the business combination, there must be at least one initial acquisition which satisfies the requirement of having a fair market value constituting at least 80% of the amount in the escrow account at the time of entry into the binding agreements for the business combination transactions. Such concurrent transactions must be in separate resolutions and conditional upon the initial acquisition, and completed simultaneously on or around the same day within the permitted time frame.
Where the SPAC consummates multiple concurrent acquisitions or mergers as part of the business combination, there must be at least one initial acquisition which satisfies the requirement of having a fair market value constituting at least 80% of the amount in the escrow account at the time of entry into the binding agreements for the business combination transactions. Such concurrent transactions must be in separate resolutions and conditional upon the initial acquisition, and completed simultaneously on or around the same day within the permitted time frame.
(iv) The business combination must result in the resulting issuer having an identifiable core business of which it has a majority ownership and/or management control. The Exchange may consider a business combination involving an acquisition of a minority stake in a business(es) or asset(s), where the resulting issuer can demonstrate that it has management control of such business(es) or asset(s).
(v) The issuer must appoint a financial adviser, who is an issue manager, to advise on the business combination. The financial adviser is expected to have regard to the due diligence guidelines issued by The Association of Banks in Singapore when conducting due diligence on the business combination.
(vi) The issuer must appoint a competent and independent valuer to value the business(es) or asset(s) to be acquired under the business combination where (A) a placement or subscription for the issuer’s equity securities by institutional and/or accredited investors, is not conducted in contemporaneous with the business combination; or (B) the business(es) or asset(s) to be acquired under the business combination involves a mineral, oil and gas company, or property investment/development company. A summary valuation report must be included in the shareholders’ circular in relation to the business combination.
The Exchange retains the discretion to require the issuer to appoint a competent and independent valuer to value the business(es) or asset(s) to be acquired under the business combination.
The Exchange retains the discretion to require the issuer to appoint a competent and independent valuer to value the business(es) or asset(s) to be acquired under the business combination.
(vii) The resulting issuer pursuant to the completion of the business combination must satisfy, where applicable, Rules 210(1) to 210(10), and 222.
(viii) The business combination must be respectively approved by a simple majority of independent directors, and an ordinary resolution passed by shareholders at a general meeting to be convened.
For the purpose of voting on the business combination, the founding shareholders, the management team, and their associates, are not permitted to vote with shares acquired at nominal or no consideration prior to or at the IPO of the issuer.
For the purpose of voting on the business combination, the founding shareholders, the management team, and their associates, are not permitted to vote with shares acquired at nominal or no consideration prior to or at the IPO of the issuer.
(ix) Chapter 9 applies where the business combination is (A) an interested person transaction; or (B) entered into with the founding shareholders, members of the management team, and/or their respective associates. The shareholders’ circular in relation to the business combination to which Chapter 9 applies, must contain an opinion from an independent financial adviser and the issuer’s audit committee stating that the terms of the transaction are on normal commercial terms and are not prejudicial to the interest of the issuer and its minority shareholders.
(x) Each independent shareholder (other than the founding shareholders, the management team, and their respective associates) shall be entitled to redeem his ordinary shares for a pro rata portion of the amount in the escrow account at the time of the business combination vote, provided that the business combination is approved and completed within the permitted time frame. Such amounts must be paid to the electing independent shareholder as soon as practicable upon completion of the business combination, and ordinary shares tendered in exchange for cash must be cancelled.
An issuer may establish a limit as to the maximum number of shares with respect to which an independent shareholder, together with any associates or persons acting jointly or in concert, may exercise a redemption right, provided that such limit (A) may not be set at lower than 10% of the shares issued at IPO; and (B) is disclosed in the IPO prospectus and shareholders’ circular in relation to the business combination. Any redemption limit established by the issuer must apply equally to all independent shareholders entitled to a redemption right.
An issuer may establish a limit as to the maximum number of shares with respect to which an independent shareholder, together with any associates or persons acting jointly or in concert, may exercise a redemption right, provided that such limit (A) may not be set at lower than 10% of the shares issued at IPO; and (B) is disclosed in the IPO prospectus and shareholders’ circular in relation to the business combination. Any redemption limit established by the issuer must apply equally to all independent shareholders entitled to a redemption right.
(xi) All notices convening general meetings in relation to the business combination must be sent to shareholders at least 21 calendar days before the meeting (excluding the date of notice and date of the meeting).
Liquidation
(n)
(i) Prior to completion of the business combination, in the event a material change occurs in relation to the profile of the founding shareholders and/or the management team which may be critical to the successful founding of the issuer and/or successful completion of the business combination, the issuer shall seek approval of a majority of at least 75% of the votes cast by independent shareholders at a general meeting to be convened for the continued listing of the issuer on the Exchange. For the purpose of voting on the continued listing of the issuer, the founding shareholders, the management team, and their associates, are not considered as independent.
The Exchange retains discretion to determine a circumstance an event of material change under this rule.
The Exchange retains discretion to determine a circumstance an event of material change under this rule.
(ii) Where the issuer (A) fails to complete a business combination within the permitted time frame in accordance with Rule 210(11)(m)(i); (B) fails to obtain specific shareholders’ approval in accordance with Rule 210(11)(m)(ii); or (C) is directed to delist by the Exchange before the completion of a business combination in accordance with Rule 210(11)(p), the issuer shall be liquidated. The amount held in the escrow account at the time of the liquidation distribution (and such other accounts held by the issuer), net of taxes payable and direct expenses related to the liquidation distribution, shall be distributed to shareholders on a pro rata basis as soon as practicable, as permissible by the relevant laws and regulations. Any interest, income derived and deferred underwriting commissions accrued in the escrow account will form part of the liquidation distribution.
(iii) The founding shareholders, the management team, and their associates must waive their right to participate in the liquidation distribution in respect of all equity securities owned or acquired by them prior to or pursuant to the IPO.
(iv) The underwriters of the IPO must waive their rights to any deferred underwriting commissions deposited in the escrow account in the event the issuer liquidates prior to completion of a business combination.
Delisting
(o) If the issuer fails to (i) complete a business combination within the permitted time frame in accordance with Rule 210(11)(m)(i); or (ii) obtain specific shareholders’ approval in accordance with Rule 210(11)(m)(ii), the Exchange will delist the issuer’s securities on or about the date on which the liquidation distribution is completed.
(p) The Exchange will consider whether the continued listing of the resulting issuer after completion of the business combination will be in the best interests of the Exchange and the public, and will have the discretion to suspend, direct the commencement of the liquidation distribution in accordance with Rules 210(11)(n)(ii) to (iv) and delist the issuer’s securities prior to completion of the business combination.
For the avoidance of doubt, a SPAC seeking listing of its equity securities on the SGX Mainboard must satisfy Rules 210(5), 210(7), 211A, 215, 216, 218, 219, 221, 223 to 224, 230 to 234, 239 to 240 and 242 to 250.
Amended on 29 September 201129 September 2011, 10 August 201210 August 2012, 27 September 201327 September 2013, 19 January 201519 January 2015, 26 June 201826 June 2018, 23 August 201823 August 2018, 1 January 20191 January 2019, 7 February 20207 February 2020, 3 September 2021, 1 January 2022 and 11 January 2023.
211A
(1) For primary listings, the financial statements submitted with the application, and future periodic financial reports, must be prepared in accordance with Singapore Financial Reporting Standards (International) ("SFRS(I)s"), or International Financial Reporting Standards ("IFRS"), or US Generally Accepted Accounting Principles ("US GAAP"). Accounts that are prepared in accordance with IFRS or US GAAP need not be reconciled to SFRS(I)s. In the case of a collective investment scheme that is authorised by MAS, it must comply with the applicable requirements under the Code on Collective Investment Schemes.
(2) For secondary listings, the financial statements submitted with the listing application, and future periodic financial reports, need only be reconciled to SFRS(I)s, or IFRS, or US GAAP.
(3) The annual financial statements must be audited by certified public accountants in accordance with Singapore Standards on Auditing, International Standards on Auditing, or US Generally Accepted Auditing Standards, as the case may be.
Added on 12 February 2021.
212
A Catalist issuer may apply to the Exchange in writing for transfer to SGX Mainboard. The Exchange may allow the transfer if an issuer meets the following requirements:—
(1) It has been listed on SGX Catalist for at least two years;
(2) It meets the minimum quantitative requirements below and any other listing requirements that the Exchange may prescribe (either generally or in any particular case)
(3) It provides the Exchange with an undertaking to comply with all the Exchange's requirements and policies applicable to issuers listed on the SGX Mainboard. The undertaking must be in the form set out in Appendix 2.3.1.
Amended on 10 August 201210 August 2012.
213
For the purpose of the transfer, an issuer may be required to increase the proportion of its issued and paid-up capital held in public hands to meet the minimum shareholding spread requirements applicable to SGX Mainboard issuers.
214
If an issuer has a sufficient spread of shareholders and no marketing of securities is necessary, the transfer to the SGX Mainboard may be effected after the issuer has made a public announcement of the transfer and a copy of the announcement has been sent to shareholders.
215
Foreign issuers may list on the SGX Mainboard. The listing may be a primary listing or a secondary listing.
Amended on 7 February 20207 February 2020.
216
(1) A foreign issuer which has a primary listing on the Exchange must comply with the listing rules in full.
(2) In addition, the following requirements should also be complied with:—
(a) Confirmation that an announcement will be made via SGXNET as soon as there is any change in the law of its place of incorporation which may affect or change shareholders' rights or obligations over its securities, including:—
(i) The right to attend, speak, vote at shareholders' meetings and the right to appoint proxies;
(ii) Right to receive rights offering and any other entitlements;
(iii) Withholding taxes on its securities;
(iv) Stamp duties on its securities;
(v) Substantial shareholder reporting requirements for its securities;
(vi) Foreign shareholding limits on the securities;
(vii) Capital controls over cash dividends or other cash distributions payable in respect of its securities; and
(viii) Obligations to file documents or make declarations in respect of its securities.
Amended on 29 September 201129 September 2011.
217
A foreign issuer applying for a secondary listing must already be listed or will be concurrently listed on a foreign stock exchange (referred to as the "home exchange") and must be, or will be, subject to the listing (or other) rules of the home exchange where it has a primary listing. The application need not comply with Part VIII of this Chapter with regard to the moratorium on promoters' shareholdings. A foreign issuer with a secondary listing on the Exchange need not comply with the Exchange's listing rules, provided that it undertakes to:—
(1) release all information and documents in English to the Exchange at the same time as they are released to the home exchange;
(2) inform the Exchange of any issue of additional securities in a class already listed on the Exchange and the decision of the home exchange; and
(3) comply with such other listing rules as may be applied by the Exchange from time to time (whether before or after listing).
218
All securities will be quoted in Singapore dollars, unless the Exchange agrees to a quotation in a foreign currency, or unless the Monetary Authority of Singapore's policy on the internationalisation of the Singapore dollar requires otherwise. Listing applicants are encouraged to consult the Exchange if they prefer a quotation in a foreign currency.
219
Arrangements satisfactory to the Exchange must be made to enable shareholders in Singapore to register their shareholdings promptly.
220
(1) [Deleted]
(2) [Deleted]
(3) [Deleted]
Amended on 26 March 201826 March 2018, 7 February 20207 February 2020 and 12 February 2021.
222 Property Investment/Development Companies
In addition to the requirements for listing on the SGX Mainboard, a property investment/development company applying for admission to the Official List must also meet the following requirements:—
(1) Minimum Leasehold Period
Properties that have remaining leases of less than 30 years must not, in aggregate, account for more than 50% of the group's operating profits for the past three years. If the property is located in a jurisdiction outside Singapore, the Exchange may require or accept a different remaining length of lease as a basis for this rule.
Properties that have remaining leases of less than 30 years must not, in aggregate, account for more than 50% of the group's operating profits for the past three years. If the property is located in a jurisdiction outside Singapore, the Exchange may require or accept a different remaining length of lease as a basis for this rule.
(2) Appointment of Property Valuer
An issuer must appoint a property valuer to conduct a valuation of all its principal freehold and leasehold properties. The Exchange may require an issuer to appoint a second property valuer to conduct a valuation on the properties.
An issuer must appoint a property valuer to conduct a valuation of all its principal freehold and leasehold properties. The Exchange may require an issuer to appoint a second property valuer to conduct a valuation on the properties.
(3) Property Valuation Report
(a) The property valuation report must state the effective date at which the properties are valued, which should not be more than six months from the date of the application for listing.
(b) A summary property valuation report must be included in the offer document. The property valuation report must be made available for inspection, without charge, at the issuer's Singapore registered office.
(c) A summary property valuation report must contain the following:
(i) information required for prospectuses and circulars in accordance with the standards of the Singapore Institute of Surveyors and Valuers, as set out in Practice Note 2.4; and
(ii) the name, professional qualifications and the relevant licence registration number of the property valuer in charge of the valuation, and the standards employed by the property valuer.
Amended on 7 February 20207 February 2020 and 12 February 2021.
223
An issuer should resolve or mitigate conflict situations prior to listing. The Exchange may accept a proposal to resolve or mitigate conflicts of interest within a reasonable period after listing. Conflicts of interest include situations in which interested persons:—
(1) Carry on business transactions with the issuer or provide services to or receive services from the issuer or its group;
(2) Lend to or borrow from the issuer or its group;
(3) Lease property to or from the issuer or its group; or
(4) Have an interest in businesses that are competitors, suppliers or customers of the issuer or its group.
Amended on 7 February 20207 February 2020.
224
In reviewing compliance with the Exchange's policy on conflicts of interest, the Exchange takes into account:—
(1) The parties involved in the conflict situation and their relationship to the issuer;
(2) The significance of the conflict in relation to the size and operations of the issuer and in relation to its potential influence on the interested person;
(3) Whether the parties who are involved in the conflict derive any special advantage from it; and
(4) Whether the conflict can be terminated, and if so, how soon and on what basis; or, if the conflict cannot be promptly terminated, whether:—
(a) the arrangement is necessary and beneficial to the operations of the issuer;
(b) the terms of the arrangement are the same or better than those that can be obtained from third parties;
(c) the arrangement will be reviewed at regular intervals and approved by independent directors or shareholders;
(d) the issuer has or will have adequate internal procedures to ensure that the terms of the arrangement are fair and reasonable; and
(e) there is, or has been, adequate disclosure of the conflict, the parties to it, and the measures taken in respect of it. This may be through the prospectus, offering memorandum, introductory document, circular or other reports.
(5) Whether the issuer has entered into any right of first refusal agreements and whether such agreements are valid for as long as the conflicts of interest exist. Where a business trust or REIT enters into right of first refusal agreements, Paragraph 3 of Practice Note 4.1 shall apply.
Amended on 29 September 201129 September 2011.
225 Purpose of a Moratorium
The purpose of a moratorium is to maintain the promoters' commitment and the commitment of holders of multiple voting shares to the issuer and align their interests with that of public shareholders.
Amended on 26 June 201826 June 2018.
226
For the purpose of this Chapter, "promoters" of an issuer are: —
(1) controlling shareholders and their associates; and
(2) executive directors with an interest in 5% or more of the issued share capital excluding subsidiary holdings at the time of listing.
Amended on 31 March 201731 March 2017.
227
The promoters must give contractual undertakings to the issue manager to observe a moratorium on the transfer or disposal of all their interests in the securities of the issuer.
228
Where a promoter has an indirect shareholding in the applicant, the promoter must also provide an undertaking to maintain the promoter's effective interest in the securities under moratorium during the moratorium period. However where an indirect shareholding is held through a company which is listed, the promoter's holding in that listed company is excluded from the moratorium.
229
The period of moratorium must not be shorter than the following:—
(1) In the case of SGX Mainboard issuers who satisfy the profitability test in Rule 210(2)(a) or (b), the promoters' entire shareholdings at the time of listing for at least 6 months after listing.
(2) In the case of SGX Mainboard issuers who satisfy the market capitalisation test in Rule 210(2)(c) or Rule 210(8), or Rule 210(9), the promoters' entire shareholdings at the time of listing for at least 6 months after listing, and at least 50% of original shareholdings (adjusted for any bonus issue, subdivision or consolidation) for the next 6 months.
(3) In the case of investors each with 5% or more of the issuer's post-invitation issued share capital excluding subsidiary holdings who acquired their securities, and who made payment for their acquisition, less than 12 months prior to the date of the listing application, a proportion of their shareholdings will be subject to moratorium for 6 months after listing computed based on the following cash formula:—
Where
M = the number of shares subject to moratorium;
VCP = the total cash paid for the shares acquired by the investor within the 12 months preceding the date of the listing application;
VIPO = the value of the investor's total shareholdings acquired within 12 months preceding the date of the listing application based on the issue price at the initial public offering, or if there is no initial public offering, the price agreed by the Exchange; and
P = the total number of shares paid for by the investor in the 12 months preceding the date of the listing application.
Where
M = the number of shares subject to moratorium;
VCP = the total cash paid for the shares acquired by the investor within the 12 months preceding the date of the listing application;
VIPO = the value of the investor's total shareholdings acquired within 12 months preceding the date of the listing application based on the issue price at the initial public offering, or if there is no initial public offering, the price agreed by the Exchange; and
P = the total number of shares paid for by the investor in the 12 months preceding the date of the listing application.
(4) In the case of investors each with less than 5% of the issuer's post-invitation issued share capital excluding subsidiary holdings who acquired their securities, and who made payment for their acquisition, less than 12 months prior to the date of the listing application, there will be no limitation on the number of shares which may be sold as vendor shares at the time of the initial public offering.
Where the investors have shares remaining unsold at the time of the initial public offering, the proportion of such remaining shares to be subject to a moratorium for 6 months after listing shall be computed based on the following cash formula:—
Where
M = the number of shares subject to moratorium;
VCP = the total cash paid for the shares acquired by the investor within the 12 months preceding the date of the listing application;
VIPO = the value of the investor's total shareholdings acquired within 12 months preceding the date of the listing application based on the issue price at the initial public offering, or if there is no initial public offering, the price agreed by the Exchange; and
P = the total number of shares paid for by the investor in the 12 months preceding the date of the listing application.
Where the investors have shares remaining unsold at the time of the initial public offering, the proportion of such remaining shares to be subject to a moratorium for 6 months after listing shall be computed based on the following cash formula:—
Where
M = the number of shares subject to moratorium;
VCP = the total cash paid for the shares acquired by the investor within the 12 months preceding the date of the listing application;
VIPO = the value of the investor's total shareholdings acquired within 12 months preceding the date of the listing application based on the issue price at the initial public offering, or if there is no initial public offering, the price agreed by the Exchange; and
P = the total number of shares paid for by the investor in the 12 months preceding the date of the listing application.
(5) In the case of investors who are connected to the issue manager for the initial public offering of the issuer's securities, their shareholdings will be subject to a moratorium for 6 months after listing. For the avoidance of doubt, these investors are prohibited from selling vendor shares at the time of the initial public offering.
(a) Rule 229(5) will not apply if:—
(i) The investor is a fund manager and the funds invested in the issuer are managed on behalf of independent third parties;
(ii) the investor and the issue manager have separate and independent management teams and decisions making structures; and
(iii) proper polices and procedures have been implemented to address any conflict of interest arising between the issue manager and the investor.
(6) For the purposes of Rules 229(3), (4) and (5), where an introducer of the issuer, a consultant to the issuer for the initial public offering, or investors who are connected to the issue manager, have an indirect shareholding in the issuer, these investors may be required to comply with the moratorium requirements in Rule 228.
Amended on 27 September 201327 September 2013, 31 March 201731 March 2017, and 7 February 20207 February 2020.
229A
The holders of multiple voting shares must give contractual undertakings to the issue manager to observe a moratorium on the transfer or disposal of their entire shareholdings in the issuer in respect of their interests in both multiple voting shares and ordinary voting shares at the time of listing for at least 12 months after listing.
Added on 26 June 201826 June 2018.
230
An offering of securities for subscription or sale must include a public subscription tranche. In addition to the public subscription tranche, an issuer may also distribute its securities either by way of a placement, or book-building, or by a combination of these methods, subject to compliance with the listing rules and such other conditions as the Exchange may consider appropriate.
Amended on 2 May 20172 May 2017.
231
The issuer must issue a prospectus or offering memorandum, in connection with an offering of securities for subscription or sale. The prospectus or offering memorandum must comply with Chapter 6.
232
The issue manager, underwriter, lead broker, distributor, or any of their connected clients (as defined in Rule 240) or their discretionary managed portfolios (whether proprietary or not) must not be allocated or allotted more than 25% of the securities made available for placement by each of them respectively. Any allocation or allotment to such parties must be disclosed in the form specified in Rule 240. This rule does not apply to securities taken up pursuant to an underwriting or sub-underwriting agreement.
Amended on 2 May 20172 May 2017.
233
Where an invitation involves a public subscription tranche, the following rules apply to allocation and allotment of securities in this tranche:—
(1) The basis of allocation and allotment to investors must be fair and equitable.
(2) The balloting procedures must be clearly spelt out and strictly adhered to. Unsuccessful applicants must be notified, and the application money must be returned, within 24 hours of the balloting.
(3) In respect of applications which have been balloted but subsequently rejected, the reasons for rejection must be clearly stated.
(4) In respect of applications which have been partially successful, the balance of the application money must be refunded in the shortest possible time.
Amended on 2 May 20172 May 2017.
233A
(1) The issuer shall ensure that a minimum of 5% of the number, or S$50 million in value, of the securities offered for subscription or sale, whichever is lower, is allocated to the public subscription tranche.
(2) Where the subscription or sale of securities in the public subscription tranche do not meet the relevant threshold prescribed in Rule 233A(1) at the close of the offering of securities for subscription or sale, the issuer may reallocate the securities that are not subscribed or sold from the public subscription tranche to the placement tranche.
Added on 2 May 20172 May 2017.
234
The issuer may reserve up to 10% of the offered securities for allocation and allotment to its employees, directors, customers, suppliers and persons who have contributed to the success of the issuer.
Amended on 29 September 201129 September 2011.
235
An issuer may apply for listing of its securities by way of introduction without any offer being made of its securities for subscription or sale, if it complies with the relevant shareholding spread requirements.
236
An introduction will normally be appropriate in the following circumstances:—
(1) where the securities for which listing is sought are already listed on another stock exchange;
(2) where the securities of an issuer are distributed in specie to its shareholders or to the shareholders of another listed issuer; or
(3) where a holding company is formed and its securities are issued in exchange for those of one or more listed issuers.
237
An introduction may not be permitted if an issuer has carried out any fund raising activities in Singapore within six months before its listing application. An issuer is also not permitted to carry out any fund raising activities in Singapore within three months after its listing.
238
The applicant must issue an introductory document in connection with an introduction. The introductory document must comply with the Exchange's requirements set out in Chapter 6. The Exchange may modify or waive any particular requirement if it considers it appropriate.
239
An issue of securities in connection with a listing on the Exchange can be made with or without it being underwritten. An issuer which proposes to make an issue without underwriting should consult the Exchange as early as possible.
240
(1) If any of the following persons acquires an interest (whether directly or through a nominee) in the securities being marketed, their respective aggregate interest and the circumstances resulting in the acquisition of the interest must be announced before listing of the issuer's securities:—
(a) each director and his associates;
(b) each substantial shareholder and his associates;
(c) the issue manager and its connected clients;
(d) the underwriter and its connected clients;
(e) the lead broker and its connected clients; and
(f) any distributor and its connected clients.
(2) The disclosure required by Rule 240(1) must be made to the best of the issue manager's knowledge and belief, having taken all reasonable steps and made all reasonable enquiries.
(3) A "connected client" means:—
(a) a director or substantial shareholder of the issue manager, underwriter, lead broker or distributor;
(b) a spouse, infant child or step child of any person in (a);
(c) a person in the capacity of trustee of a private or family trust (other than a pension scheme) the beneficiaries of which include any person in (a);
(d) a relative of any person in (a) whose account is managed by the issue manager, underwriter, lead broker or distributor in pursuance of a discretionary managed portfolio agreement; or
(e) a company which is a member of the same group of companies as the issue manager, underwriter, lead broker or distributor.
241
The issue price of the equity securities (other than convertible equity securities) offered for subscription or sale, for which a listing is sought, must be at least S$0.50 each.
Amended on 10 August 201210 August 2012.
242
An issuer offering equity securities for subscription or sale must keep the offer open for at least 2 market days (excluding the date of commencement of offer). The Exchange may allow a shorter period for a secondary listing involving an offer of shares.
243
An applicant may consult the Exchange to resolve specific issues prior to the submission of an application. Unless the Exchange prescribes otherwise, the following sets out the usual main steps in the listing process:—
(1) The applicant submits (to the Listings Function) one copy of the listing application prepared in compliance with Rules 245 and 246;
(2) The Exchange considers whether the application satisfies the listing requirements and will decide whether to issue an eligibility-to-list letter (with or without conditions). Listing will not be permitted until all conditions set out in the eligibility-to-list letter have been satisfied;
(3) Where a prospectus or offering memorandum is required to be issued, the applicant lodges the prospectus or offering memorandum with the relevant authority (if applicable) and submits a copy to the Exchange. The lodged copy of the prospectus should not be materially different from the prospectus or offering memorandum on which the eligibility-to-list letter was issued. The applicant must submit a written confirmation to the Exchange to this effect. If there are material differences, the Exchange may withdraw the eligibility-to-list letter;
(4) The Exchange will inform the applicant of any further information (additional to what is prescribed) that is required to be disclosed prior to commencement of trading. The applicant decides whether to include this information in its prospectus or offering memorandum, or to make pre-quotation disclosure through an announcement to the Exchange. Pre-quotation disclosure must be made not later than the market day before trading commences. Preferably, it should be made before the launch of the offer;
(5) If the listing entails an offer of securities to the public, the applicant invites applications to subscribe for or purchase the securities. After the offer closes, the applicant announces the outcome of the offer, and where appropriate, the level of subscription and the basis of allocation and allotment, and the subscription rate reflecting the true level of demand for the offer. In computing the subscription rate, subscriptions by connected persons and the persons mentioned in Rule 240 must be excluded;
(6) On satisfaction of the conditions expressed in the eligibility-to-list letter, the issuer is admitted to the Official List at the discretion of the Exchange. Trading of its listed securities commences on a date determined by the Exchange either on a deferred settlement basis or ready basis or such other basis as the Exchange may approve.
244
The Exchange will decide whether to issue an eligibility-to-list letter as soon as practicable after receipt of a complete application. If the applicant makes material amendments to the prospectus, the time may start to run from the date the material amendment is notified to the Exchange. On a case-by-case basis, the Exchange may agree to vary the procedures or time indicated if an issue involves a concurrent dual listing or international offering. Any proposed variation in procedures and timetable must be agreed with the Exchange before the submission of the application.
245
The listing application is intended to serve the purpose of placing before the Exchange the information essential in determining the suitability of the applicant for admission to the Official List of, and its securities for public trading on, the Exchange. The applicant, its issue manager and all professionals who are involved in the preparation of the listing application must therefore ensure that all information that is material to the Exchange's decision on the application is made available promptly to the Exchange. Rule 740 applies to information supplied as part of an application.
246
The application must include:—
(1) Particulars as required in Appendix 2.1 with a checklist showing compliance with the admission requirements set out in Rules 210, 211 and 222, whichever is applicable.
(2) Prospectus, offering memorandum or introductory document, whichever is applicable. The document should be accompanied by a checklist of compliance with Fifth Schedule or Seventeenth Schedule, Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018, or Third Schedule, Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005, as amended from time to time, and where applicable.
(3) In the case of a primary listing, the draft memorandum and articles of association or other constituent document, which must comply with Appendix 2.2 and which is marked at the right hand margin to indicate compliance with Appendix 2.2, including a confirmation by the legal advisers to the issuer that the draft memorandum and articles of association or other constitutent document are in compliance with Appendix 2.2. In the case of a secondary listing, the memorandum and articles of association or other constituent document (incorporating all amendments made to date) which has been filed with its home exchange.
(4) Confirmation by the issue manager that:—
(a) having exercised due care, diligence and skill, the issuer satisfies the admission requirements;
(b) all documents required by the listing rules to be included in the application has been or will be supplied to the Exchange;
(c) any other matters known to the issue manager which should be taken into account have been disclosed in the prospectus or otherwise in writing;
(d) if any further information becomes available before listing, it will inform the Exchange; and
(e) the directors of an applicant have been informed of their obligations under the listing rules as well as the relevant Singapore laws and regulations.
(f) it is satisfied that the profit forecast, if any, has been made by the applicant's directors after due and careful enquiry and consideration.
(5)
(a) Declaration by each of the applicant's (and where applicable REIT manager's or trustee-manager's) director, executive officer, founding shareholder (in the case of a SPAC listing applicant), controlling shareholder, controlling unitholder (where applicable), and officer occupying a managerial position and above who is a relative of such director, founding shareholder (in the case of a SPAC listing applicant), controlling shareholder or controlling unitholder (where applicable), in the form set out in paragraph 8, Part 7 of the Fifth Schedule, Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018, as amended from time to time. This rule is not applicable to an application for a secondary listing.
(b) [Deleted]
(c) [Deleted]
(6) Resumes and particulars of each of the applicant's (and where applicable REIT manager's or trustee-manager's) director, executive officer, founding shareholder (in the case of a SPAC listing applicant), controlling shareholder and controlling unitholder (where applicable), and if the founding shareholder (in the case of a SPAC listing applicant), controlling shareholder or controlling unitholder (where applicable) is a company or partnership, resumes and particulars of each of its director, executive officer, controlling shareholder and partner. In the case where such entity is listed on a stock exchange and the relevant information relating to each relevant person is publicly available, this requirement is not applicable, but the issue manager must inform the Exchange of any material changes.
(7) Material contracts entered into during the preceding 24 months or proposed to be entered into by the company and its subsidiaries with any director, controlling shareholder or their associate. In the case of a secondary listing, this requirement is not applicable.
(8) Detailed profit and cash flow projections for the current year and ensuing year of the applicant and each principal subsidiary and associated company must be submitted upon request by the Exchange. In the case of a secondary listing, this requirement is not applicable.
(9) Auditors' report to management on the internal control and accounting systems of the applicant and its principal subsidiaries. In the case of a secondary listing, this requirement is not applicable. Where there are weaknesses in an applicant's internal control and accounting systems, the Exchange may require a confirmation from the auditors that the weaknesses are not material.
(10) For an applicant which is engaged in property investment or development, the property valuation report(s) of each principal asset of the group that is revalued. In the case of a secondary listing, this requirement is not applicable.
(11) The requisite listing fee.
(12) Confirmation by the applicant that it has obtained all requisite approvals, and is in compliance with laws and regulations, that would materially affect its business operations.
(13) Statement by the directors of the applicant on whether the applicant, its subsidiaries, associated companies or any part of its undertakings and assets had previously applied for a listing in Singapore or elsewhere.
If so, to advise on the details of such application including the date of application, the relevant stock exchange, the status and outcome of the application, issues raised by the relevant stock exchange and conditions imposed.
If no prior listing has been sought, a confirmation from the directors of the applicant that they are not aware of any reasons why the applicant cannot be listed on any exchange.
If so, to advise on the details of such application including the date of application, the relevant stock exchange, the status and outcome of the application, issues raised by the relevant stock exchange and conditions imposed.
If no prior listing has been sought, a confirmation from the directors of the applicant that they are not aware of any reasons why the applicant cannot be listed on any exchange.
(14) Confirmation by the Board of Directors and the issue manager of the applicant that, in relation to the appointment of auditing firms, the applicant is in compliance with Rule 712 and Rule 715 or 716. Unless otherwise determined by the Exchange, Rule 712(2A) does not apply to secondary listings.
(15) For an issuer seeking to list as a SPAC, the escrow agreement governing the escrowed funds.
Amended on 29 September 201129 September 2011, 25 September 201525 September 2015, 10 January 202010 January 2020, 7 February 20207 February 2020, 12 February 2021 and 3 September 2021.
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The Exchange may require an applicant to provide additional information and documents which it requires for a proper consideration of the application. The Exchange may, in its absolute discretion, waive or modify compliance with any of these requirements.
Documents to be Submitted After Approval In-Principle and Before the Prospectus, Offering Memorandum or Introductory Document is Issued
248
As soon as practicable after the company receives approval in-principle for listing from the Exchange but in any event not later than the date of issue of the prospectus, offering memorandum or introductory document, the following must be submitted:—
(1) The signed listing undertaking in the form set out in Appendix 2.3.1 or 2.3.2, whichever is applicable;
(2) Two signed copies of the Memorandum and Articles of Association or other constituent document (incorporating all amendments made to date);
(3) A copy of certificate of incorporation and certificate of change of status, if any;
(4) A signed copy of the auditors' letter on the profit projections for the current financial year and any unaudited accounts included in the prospectus, offering memorandum or introductory document, in a form acceptable to the Exchange;
(5) A signed copy of the underwriting agreement, if any;
(6) A signed copy of the Accountants' Report, if any;
(7) A signed copy of the Directors' Report, if any;
(8) A signed copy of the minutes of the due diligence meetings;
(9) Copies of the letters of consent to act from directors, valuers, solicitors, issue managers, registrars and other professional firms, if applicable;
(10) The required number of copies of the prospectus, offering memorandum or introductory document; and
(11) A signed copy of the escrow agreement, if any.
Amended on 3 September 2021.
Documents to be Submitted On or Before the Closing Date of the Offering, or Where Appropriate, as Soon as Practicable After Issue of the Prospectus, Offering Memorandum or Introductory Document
Amended on 7 February 20207 February 2020.
249
As soon as practicable on or before the closing date of the offering, or after the issue of the prospectus, offering memorandum or introductory document, the following documents must be submitted:—
(1) The following details in respect of any moratorium shares;
(a) Name of registered shareholder (and name of beneficial shareholder if different);
(b) Share Certificate number and number of shares represented; and
(c) Endorsement on share certificate.
(2) Statement confirming that the securities to be listed are eligible for deposit with CDP.
(3) Basis for allocation and allotment of any reserved securities.
(4) Confirmation by the issue manager that any allocation and allotment of securities pursuant to a placement has been made in compliance with Rule 232. The Exchange may require a list of the placees to be submitted.
Amended on 7 February 20207 February 2020.
250
As soon as practicable before trading commences, or after the close of the offering, the following documents must be submitted: —
(1) Confirmation that all share certificates have been issued and despatched, if applicable;
(2) A copy of the return of allotment filed with the Registrar of Companies and Businesses or any competent authority, if applicable;
(3) Confirmation by the issue manager that Rule 210(1), Rule 210(11)(c) and Rule 240 have been complied with;
(4) Confirmation by the issue manager that, in its opinion, allocation and allotment of the securities has resulted in a distribution that is not expected to result in a disorderly market when trading begins in the applicant's securities; and
(5) Where the listing involves an issue of shares, the following information must be provided on allocation and allotment of the securities:—
(a) a list of the directors and substantial shareholders and their respective shareholdings;
(b) A declaration on the percentage of issued share capital held in public hands and the number of holders in the format set out below:—
Note:
Note:
(i) Where the total offer size is less than $75 million based on the issue price, at least 40% of the invitation shares or $15 million whichever is lower, must be distributed to investors, each allocated and allotted not more than 0.8% of the invitation shares or $300,000 worth of shares whichever is lower:— | |||
| Holding Size | No of Holders | Total Holdings | Total Holdings as a % of Total Invitation |
| Regulated Portion Not more than 0.8% of total invitation shares or $300,000 worth of shares (whichever is lower) | |||
| Unregulated Portion Not more than 0.8% of total invitation shares or $300,000 worth of shares (whichever is lower) More than 0.8 % of total invitation shares or $300,000 worth of shares (whichever is lower) | |||
| Total: | | | |
Note:
1. The shareholdings of an applicant and his associates must be aggregated and treated as one single holder.
2. Preferential allotments made pursuant to Rule 234 come under the unregulated portion.
3. Distribution requirements are not applicable to offer size of $120 million or more.
(ii) Where the total offer size based on the issue price is $75 million or more but less than $120 million, at least 20% of the invitation shares must be distributed to investors, each allocated and allotted not more than 0.4% of the invitation shares:— | |||
| Holding Size | No of Holders | Total Holdings | Total Holdings as a % of Total Invitation |
| Regulated portion Not more than 0.4% of total invitation shares | |||
| Unregulated Portion Not more than 0.4% of total invitation shares More than 0.4% of total invitation shares | |||
| Total: | | | |
Note:
1. The shareholdings of an applicant and his associates must be aggregated and treated as one single holder.
2. Preferential allotments made pursuant to Rule 234 come under the unregulated portion.
3. Distribution requirements are not applicable to offer size of $120 million or more.
(6) An undertaking from each of the applicant's (or where applicable REIT manager's or trustee manager's) directors and executive officers to comply with the Exchange's listing rules. The undertaking must be in the form set out in Appendix 7.7.
Amended on 7 October 20157 October 2015 and 3 September 2021.
251
Part XI sets out the requirements for the listing of global depository receipts representing equity securities of a corporation issued by a third party ("depository").
For the purposes of this Part, the following definition applies:—
(1) "depository" refers to the party, authorised by a corporation, to issue/cancel global depository receipts representing equity securities of a corporation in connection with a global depository receipt program.
(2) "corporation" refers to the corporation whose equity securities are represented by the global depository receipts.
Amended on 29 September 201129 September 2011.
252
(1) Global depository receipts representing equity securities of a corporation will be admitted to listing on the Exchange only if the securities they represent are already listed or will be concurrently listed on a foreign stock exchange (referred to as the "home exchange") and must be, or will be, subject to the listing (or other) rules of the home exchange where it has a primary listing.
(2)
(a) Global depository receipts are to be offered or traded solely to and by institutional investors, accredited investors or such other persons as contemplated under Sections 274 or 275 of the Securities and Futures Act (Cap. 289).
(b) The aforesaid restriction applies to both primary and secondary markets, and for the avoidance of doubt excludes retail participation even beyond the 6 months period contemplated under Section 276 of the Securities and Futures Act (Cap.289).
(3) A depository must:—
(a) Be a reputable financial institution, duly incorporated according to the relevant laws of its place of incorporation;
(b) Be supervised by a banking or securities regulatory authority; and
(c) Show that it has the relevant expertise and experience in the issue of global depository receipts.
(4) The underlying equity securities, represented by global depository receipts, must be freely transferable, validly issued, and free from any liens or encumbrances.
(5) The global depository receipts, to be listed, must be freely transferable, and free from all liens.
253
The corporation must undertake to:
(1) Maintain the listing of the underlying equity securities on the home exchange and abide by the listing (or other) rules of that exchange;
(2) Release all information and documents (in English) to the Exchange at the same time as such information is released to the home exchange;
(3) Announce any notice of substantial shareholders' interests in the corporation's securities or a change in the percentage level of interest or interests of a substantial shareholder in the corporation when received by the corporation. The corporation may follow the rules of its home exchange if the exchange regulates such notifications;
(4) Provide the Exchange with the required number of copies and one electronic copy of its published annual report (in English) and all documents annexed thereto as soon as it is issued, pursuant to the rules of the home exchange. If the annual report is not published in English, to provide a translated copy at the same time the annual report is issued;
(5) Seek the Exchange's approval prior to any change of depository. The replacement depository must satisfy the Exchange that it has the relevant expertise and experience. A subsequent announcement of such change of the depository will be required;
(6) Provide the Exchange with 2 copies of any subsequent amended draft memorandum and articles of association or other constituent document to the Exchange no later than when it sends the notice convening the meeting to pass the amendment;
(7) Provide the Exchange with the contact details of authorised representatives of the depository and the corporation to facilitate an effective channel of communication, subject to:
(a) such representatives being easily contactable during market trading hours;
(b) to notify the Exchange of any changes to the contact details of the assigned representatives; and
(8) Comply with such other listing rules as may be applied by the Exchange from time to time.
256
(1) An application for the listing of a business trust must comply with Chapter 2 and the following rules of Chapter 4 of the Listing Manual with necessary adaptations:
(a) Rule 404(1);
(b) Rule 404(2);
(c) Rule 404(4);
(d) Rule 404(6);
(f) Rule 405;
(g) Rule 407(1);
(h) Rule 407(2);
(i) Rule 407(3);
(j) Rule 407(4) except where it relates to the financial track record of the investment manager and investment adviser;
(k) Rule 409; and
(l) Rule 410.
(2) On a continuing listing basis, the business trust is required to comply with all listing rules applicable to equity securities, with necessary adaptations. Rule 748 is applicable to the business trust except Rules 748(1) and 748(3). However, the business trust must comply with the disclosure requirements under the Business Trusts Act (Chapter 31A) of Singapore and the Business Trusts Regulations.
Added on 7 February 20207 February 2020.