Cross-referenced from Chapter 2 and Rule 406
1. Introduction
1.1 This Practice Note explains:
(a) the Exchange's procedure in granting listing;
(b) the circumstances under which the Exchange may withdraw the eligibility-to-list letter and the typical listing process;
(c) the principles in dealing with comments the Exchange occasionally receives from the public on listing applications;
(d) general duties regarding due diligence by issue managers; and
(e) issuers’ connection to Singapore.
2. Exchange's Procedure
2.1 Based solely on the information provided, including representations made at the time of application and in response to any queries from the Exchange, a conditional eligibility-to-list ("ETL") letter will be issued when it appears to the Exchange that the application satisfies the listing requirements. Listing will not be permitted until all conditions set out in the ETL letter have been satisfied.
2.2 Where necessary, prior to the issuance of the ETL letter, the Exchange may issue a no-objection letter as a procedural indication that, based on information available at that time, the Exchange has not identified any matters that would preclude the issuer from proceeding with the lodgement of a prospectus.
2.3 The Exchange may withdraw the ETL letter at any time and in its absolute discretion before the listing, if:
(a) it subsequently becomes aware of any information that is likely to materially affect the issuer's eligibility for a listing;
(b) information submitted at the time of application was false or misleading or there is a material omission whether or not such omission was intentional; or
(c) any subsequent material adverse event occurs that renders the issuer not meeting the listing requirements.
3. Listing Process
3.1 indicative listing timeline and steps are set out below. Issuers that are interested in applying for a listing on the GLB are encouraged to engage SGX RegCo at an early stage through their issue managers. This is to allow for any expectations in terms of approval timelines to be aligned.
| Stage | Action and Requirement |
| Submission of listing application | 1. The issue manager submits the listing application to the Exchange at or on around the same time as its pre-lodgment prospectus submission to the Authority or, if applicable, its assistant, and its listing application to Nasdaq. The Exchange expects the listing application to be submitted no later than the second confidential filing with the SEC (if any). 2. The issue manager must submit a notification to the Exchange on the issuer’s intention to lodge the preliminary prospectus with the Authority or, if applicable, its assistant, at least five market days in advance of the proposed prospectus lodgement date. 3. Where necessary, the Exchange issues a no-objection letter for the issuer to proceed with lodgement of the preliminary prospectus with the Authority or, if applicable, its assistant. |
| Lodgement of prospectus | 1. The issuer is expected to lodge the preliminary prospectus with the Authority or, if applicable, its assistant, contemporaneously with the first public filing of the registration statement with the SEC. 2. The issuer and issue manager should engage CDP on the relevant information and documents to be submitted to CDP. 3. If the first SEC public filing did not contain any offering price range information, the next public filing containing the information should be lodged with the Authority or, if applicable, its assistant. Where subsequent SEC public filings revise the price range, amended prospectuses should also be lodged with the Authority or, if applicable, its assistant. 4. The Exchange issues the ETL letter shortly after the Exchange receives confirmation that the issuer has received Nasdaq’s approval, where practicable. 5. The issue manager must submit a notification to the Exchange on the issuer’s intention to register its prospectus with the Authority or if applicable, its assistant, at least two market days in advance of the proposed prospectus registration date. |
| Registration of prospectus | The issuer is expected to lodge the final prospectus for registration with the Authority or, if applicable, its assistant, contemporaneously with the SEC declaring the registration statement effective. |
| Prior to listing | 1. An announcement must be made via SGXNET on the final offer price and number of securities offered, unless such information has been disclosed in a final prospectus filed with the SEC and announced via SGXNET. 2. The issuer must comply with all conditions set out in the ETL letter. |
| Securities allocation and crediting | Prior to listing, the issuer must provide any information and documents, and put in place such other arrangements as may be required by the CDP, in connection with the crediting and deposit of the issuer’s equity securities with CDP. |
| Listing | Trading begins one market day after listing and trading commences in the U.S. |
| Post-listing | Where applicable, an announcement must be made via SGXNET on the final prospectus filed with the SEC, at or around the same time as such filing is made with the SEC. |
4. Comments Received
4.1 Any comment received on the listing application or prospectus from the public (whether anonymous or not) after the prospectus is lodged in Singapore will be provided to the Authority, who may provide it to the other regulatory authorities as appropriate.
5. Due Diligence
5.1 Rule 109 provides that an issue manager must:
(a) discharge its obligations with due care, diligence and skill;
(b) in preparing an issuer for a new listing, be satisfied of the various matters set out in Rule 109(2)(a), and conduct adequate due diligence on the issuer; and
(c) inform the Exchange of all matters relevant to the listing application that should be brought to the Exchange's attention, including any further information that becomes available after the listing application is submitted and before listing, in a timely manner.
5.2 Issue managers must exercise their own judgment on the nature and extent of due diligence work needed to satisfy themselves and the Exchange (including sanctions-related risks). An issue manager must have knowledge of all relevant facts and circumstances concerning an issuer's ability to meet the Exchange's listing requirements. This means that the issue manager will have taken all reasonable steps to verify the facts and, if requested, will readily be able to confirm them to the Exchange. It also means that the issue manager must be in a position to appropriately confirm and substantiate its opinions.
Sanctions-related Risks
5.3 An issuer may be exposed to sanctions-related risks where the issuer group, or its directors or executive officers, is a sanctioned subject on global sanction lists. Such global sanctions lists may be imposed or established by jurisdictions or governmental, global or regional bodies such as the Office of Foreign Assets Control of the U.S. Department of the Treasury, Singapore, the European Union and the United Nations Security Council. The imposition of sanctions may result in material adverse implications for the issuer, including financial, reputational and operational impact. Issue managers should therefore satisfy themselves that sanctions-related risks with such impact have been adequately identified and addressed by the issuer, including by relevant disclosures where appropriate.
6. Issuers' Connection to Singapore and Compliance Adviser
6.1 The Exchange looks at the connection to Singapore of every issuer. This is to ensure sufficient local representation and the ability to take steps in the event of a problem. Rules 208 and 406 requires an issuer to have a Singapore resident independent director or a Singapore-based compliance adviser. The compliance adviser is expected to advise the board on the applicable rules and regulations. The Exchange would normally accept a lawyer, a corporate finance adviser, a corporate secretarial firm or other professional parties, who are familiar with the rules and regulations applicable to a listed issuer, to be a compliance adviser. In respect of a Singapore resident independent director, to meet the objective of sufficient connection, residence generally means either citizenship or permanent residence status.
6.2 The assessment of an issuer's connection to Singapore is made on a case-by-case basis, and depends on all the circumstances. In exceptional cases, such as if an issuer has an established business presence in Singapore, the Exchange may, in its absolute discretion, accept a suitable alternative to that of a Singapore resident independent director or Singapore-based compliance advisor.
6.3 The Exchange may also require an issuer to appoint a compliance adviser for a specified period of time after listing or if it breaches the Rules, particularly if the breaches are repeated or give rise to concerns about the issuer's compliance arrangements.