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.
247
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.