Chapter 3: Getting Listed Flashcards
Listing requirements applicable to all issuers, Singaporean and elsewhere
T
issuer, mkt <300M, spread?
at least 25% post invitation shares has to be in the hands of at least 500 shareholders
issuer, mkt 300M
at least 20% post invitation shares has to be in the hands of at least 500 shareholders
issuer, mkt 300M
at least 15% post invitation shares has to be in the hands of at least 1000 shareholders
for an invt fund, must not invest more than ____% of companies related to the invt’s substaintial shareholder
10%
issuer whose equities not listed, issue of local debt securities: min principal_____, at least ___% subscribers are institutional
750k, 80
exception to trust deed requirements avail to specific inevestors: min board lot size of___
200,000
investment fund deno in S$, at least size__, __% avail must be held by ast least ___ shareholders
20M, 25, 500
min IPO share
$0.2
issuer whose equities listed, min principal amt ___
750k
in case of share placement, the issue must not be priced at more than 10% discount to the___
weighted average price
Moratorium Requirements for Promoters
Profit test: Promoters’ 100% shareholdings
at the time of listing for at least
6 months after listing
Mkt test: Promoters’ 100% shareholdings at the time of listing for at least 6
months after listing, and at least 50% of original shareholdings at
time of listing (adjusted for any bonus issue or subdivision) for the
next 6 months
promoters are
controlling shareholders and associates
exec directors with an interest in 5% or more of the issued share capital at the time of listing
3.3.4.6 Moratorium Requirements for Pre-IPO Investors
n investor with 5% or more of the issuer’s post-invitation issued share capital who had acquired and
paid for his shares less than 12 months before the date of the listing application, will be subject to a
moratorium for six months after listing.67 Such an investor with less than 5% of the issuer’s post-invitation
issued share capital is permitted to sell an unrestricted number of shares in the IPO but his remaining shareholding will be subject to a similar moratorium. The moratorium period for pre-IPO investors (unlike
in the Mainboard Rules, no distinction is made under the Catalist Rules for those holding less than 5%, or
5% or more of the issuer’s post-invitation issued share capital) of an issuer listed on Catalist is 12 months
after listing.
minimum IPO price for mainboard
0.5
min IPO price for Catalis
0.2
for main board listing, if offer size is $75M < x <120M,
20% of invitation share bmust be distructured and each alloted not mroe than 0.4%
existing
shareholders must not be more than _% of the total number of issued shares (excluding treasury shares).
20
general mandate for the issuance of equity securities must limit the aggregate number of equity securities thatmay be issued to not more than ___% of the total number of issued shares
50
shareholding spread of mkt > b
12% -500 shareholders (always 500
A listed company incorporated outside Singapore must submit
OIS -Offer Information Statement
When MAS can’t stop an order
when it started trading
how much time can an applicant withdraw his application to MAs
7 days
When the supplementary doc is lodged with MAS, the person making the offer must notify investors within_days
7
Holding period for a replacement doc is
14 days
is Offer for Subscriptions = Placement
YES
Under what circumstances the appointment of trustee is exempted / a trust deed not required
debentures are offered to institutional investors and is traded in a min size of 200k per transaction
debentures are offered by a prescribed corporation
what doc must an isssuer issue in order to introduce an existing issue of securities to SGX-ST
introductory doc, not prospectus since it is an existing secu
foreign debt issuer requirements SGT SX
80% institutional, investment grade
An issuer shall pay money back to its subscriber within ___ days after the stop order has been reserved
14
An issuer might not capitalise more than
50% of the amt standing in the revaluation reserve account (4.4.10 Bonus Issues, p118/230)
SFA covers both public and private, true?
No, ONLY PRIV
Foreign issuer is required to appoint______ when the debt securities are quoted on SGX-ST and upon the issue of the debt securities in definitive form unless other arrangement is accepted by SGX-ST
a paying agent
Mainboard issuer may reserve up to___% of offered securities
10%,
penalties for non disclosure
up to 7 years or 250k (individual)
Key disclosure: substantial shareholder
5% in voting units
see through price formula
offer price - exercise price
revised time for offer
14 days
upon receive approval In principal for rights issue, firm must finalise no later than ___ hours
48
offer period for an ipo must be offered for at least
2 market days
what is a trust deed
a document required whyen a trust structure is used. it will include provisions covering the creation for the trust, the appt of the trustee, its powers, duties and obligations and the trust property i.e. the issuer’s promise to pay the bond holders. Must included if the bonds are listed, unless an exemption: more than 200K and for specific investors only.
a debt issuer must announce any
cancellation of debt secu & replacement of trustee
how long to keep the prospectus
6M
under what circumstances is a trust deed not required `
sophisticated & specified investors
contravention of prospectus might get punished
a fine of 150k and imprisonment of not more than 2 years
MAS may refuse to register a prospectus without an opportunity to be heard when
a receiver or a judicial manager has been appointed in Singapore elsewhere
Lodgement of prospectus with MAS timeline
The SFA requires an issuer to lodge a prospectus with MAS under OPERA for 7-21 days. Public exposure will be at least 7 days.
a company shall not place shares to
all of the above
Commencement of IPO
the issuer is required to announce: outcome of the offer, level of subscription, basis of allocation and allotment and subscription rate
a trustee should not be
a shareholder who beneficially holds shares in the borrowing company and a company which has enteres into a guarantee in respect of the principal
a sophisicated person can resell without the issue of prospectus
the debentures are listed on SGX and have been held for at least 6M
what documents need to be submitted before trading commences
draft prospectus, draft memorandum, confirmation by the issue manager that the issuer satisfies the listing criteria and on other matters, material contracts enteres into or proposed to be entered into by the issuer group
an issuer on mainboard might reserve up to
10% of the offered securities for allocatiiona and allotement
an issuer on mainboard might reserve up to
10% of the offered securities for allocatiiona and allotement
an issuer shall pay the subscription moneys to the applications within____ days, if a stop order has been served on the corporation
14 days
option to withdraw the appplication after supplementary docs have been logged on
14 days
3.3.1.3 Shareholding spread -min % of shares of an issuer to be held in public hands immediately after IPO
market cap requirements
<300M: 25%
300M1bn: 12%
3.1.1.4 Shareholding Distribution issuer must ensure overall distribution of shareholdings that is expected to provide an orderly secondary market when trading commences, to avoid corner situation in the securities.
offer size requirements:
<75M: at least 40% or 15M must be distrubted to investors, each not more than 0.8%
75M120M: no requirements.
