SYNDICATE LEGAL SUPPORT SERVICES

Singapore Exchange Limited ("SGX") is an investment holding company located in Singapore that provides services related to securities and derivatives trading. SGX is a member of the World Federation of Exchanges and the Asian and Oceanian Stock Exchanges Federation.

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Reasons for choosing the Singapore Exchange:

• Political stability and excellent business environment

• Asian gateway of clusters and business opportunities

• Access to institutional investors - the most international stock exchange in Asia whereby 40% of listed companies are foreign

• Quick and efficient fund raising process with certainty of timing

• International disclosure and corporate governance standards

• Major fund hub - fair valuation and stock market liquidity

• Sector strengths that are well tracked and understood by investors

• Globally renowned transparent and responsive regulatory regime that is well regarded by investors and issuers

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Multiple Capital Raising Solutions and Product Listings

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SGX is the preferred listing venue for companies all over the globe, including some of the world’s largest corporations. Here at SGX, you will find a platform for fund raising – be it equity or debt – to support your company's business growth. We also offer product sponsors and financial institutions a platform to list their products on.

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Mainboard

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The Mainboard caters to the needs of established enterprises. Companies seeking a listing on the Mainboard must meet the entry criteria, which includes minimum profit and market capitalisation levels. Mainboard-listed companies enjoy the prestige of an established market place and access to the widest range of institutional and retail investors.

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Companies may list via an initial public offer (IPO) with issue of new shares or offer existing shares to the investing public. For this, a prospectus has to be lodged with the Monetary Authority of Singapore (MAS) and prepared in accordance with the Securities and Futures Regulations (SFR). During the course of the listing process, the prospectus is subjected to public comments.

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Companies may also list with no shares offered to the investing public. For example, by introduction. This method is suitable for companies that may not require funds at the point of listings. However, companies should have a sufficient shareholding spread in Singapore to ensure liquidity in their shares. An introductory document needs to be lodged with MAS and prepared in accordance with SFR. The introductory document is not subjected to public comments.

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Main Board Listing Requirements

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A company seeking a listing on the Main Board must meet the following admission requirements. 

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• Review of Listing Documents

  • ​SGX & MAS

• ​Quantitative Requirements

  • New Mainboard admission criteria

    • Companies intending to join SGX’s Mainboard must meet one of the following quantitative requirements: -

      • Minimum consolidated pre-tax profit of at least S$30 million for the latest financial year with operating track record of at least 3 years;

      • Profitable in the latest financial year, and has a market capitalization of not less than S$150 million based on the issue price and post-invitation issued share capital with operating track record of 3 at least years; or

      • Operating revenue in the latest completed financial year and a market capitalization 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 capitalization 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. Operating track record required is at least 1 year.

• ​​​MOG Requirements

  • Admission standards for MOG listing aspirants that are not in production

  • A MOG listing aspirant that is not in production seeking a listing has to satisfy the following conditions:

    • Has market capitaliZation of not less than S$300 million based on the issue price and post-invitation issued share capital; and

    • Discloses its plans, milestones and capital expenditure to advance to production stage

  • Requirement for all MOG companies

    • Have at least achieved Indicated Resources (for Minerals) or Contingent Resources (for Oil & Gas)

    • Have sufficient working capital for 18 months from listing

    • Have at least one independent director with appropriate industry experience and expertise

    • Appoint an audit firm with the relevant industry experience

  • ​Shareholder Spread

    • 25% of issued shares in the hands of at least 500 shareholders (For market capitalization > S$300 million, shareholding spread varies between 12-20%);

    • At least 500 shareholders worldwide in the case of a secondary listing and where the Exchange and the primary home exchange do not have an established framework and arrangement to facilitate the movement of shares, at least 500 shareholders in Singapore or 1,000 shareholders worldwide.

  • ​Independent Directors

    • ​2 Singapore resident independent directors.

  • ​Moratorium

    • After IPO, promoters cannot sell any of their shareholdings for 6 months. They may sell up to 50% of their shareholdings thereafter for the next 6 months.

    • For Pre-IPO investors who had acquired their shares within the 12-month period prior to IPO and hold > 5% shareholding, the “profit portion” of their shareholdings is subjected to a moratorium period of 6 months after IPO.

  • ​IPO Documentation

    • Prospectus;

    • Lodged on MAS OPERA website.

  • ​Accounting Standard

    • ​Singapore, US or International Accounting Standards.

  • ​Domicile

    • ​At the discretion of the issuer.

  • ​Trading & Reporting Currency

    • ​At the discretion of the issuer.

  • ​​​Business Operations

    • ​No requirement for operations in Singapore.

  • ​​​Continuing Obligations

    • ​Rules relating to disclosure of material information, periodic reporting, additional share issuance, corporate transactions, corporate governance guidelines, interested persons transaction and free float will apply.

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Catalist Market

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Catalist caters to the needs of fast-growing enterprises. Companies seeking a primary listing on the Catalist must be brought to list by approved Sponsors via an initial public offering (IPO) - Syndicate Legal Support Services is associated with an Approved Market Sponsor. There are no quantitative entry criteria required by SGX. Instead, Sponsors decide if the listing applicant is suitable to be listed.

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Companies must produce an Offer Document which will be posted on SGX’s Catalodge website, for a period of at least 14 days. This will provide an avenue for any public feedback, and act as an additional. The disclosure standards in the Catalist are similar to that of a prospectus, as it is the basis for investors to make informed decisions.

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To support this disclosure requirement, provisions relating to civil and criminal liability in the Securities and Futures Act will still apply to an Offer Document.

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Companies that are already listed on another exchange may seek to be dual-listed on the Catalist. They will however, still be required to comply with all the admission and continuing obligations, including the appointment of a Sponsor.

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Catalist Listing Requirements

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A company seeking a listing on the Catalist must meet the following admission requirements. 

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• Review of Listing Documents

  • Sponsor & SGX

• ​Quantitative Requirements

  • ​No minimum quantitative criteria required by SGX – Sponsors will use their own house deal selection criteria. Adequate amount of Indicated Resources for a minerals company and contingent Resources for an Oil & Gas company are required.

• ​MOG Requirements

  • Admission standards for MOG listing aspirants that are not in production

  • A MOG listing aspirant that is not in production seeking a listing has to satisfy the following conditions

    • Discloses its plans, milestones and capital expenditure to advance to production stage

  • Requirements for all MOG companies

    • Have at least achieved Indicated Resources (for Minerals) or Contingent Resources (for Oil & Gas)

    • Have sufficient working capital for 18 months from listing

• ​​Shareholder Spread

  • 15% of post-invitation share capital in public hands;

  • Minimum 200 shareholders.

• ​Independent Directors

  • ​2 independent directors (minimum of 1 Singapore resident independent director for Foreign Companies).

• ​Moratorium

  • At the time of IPO, if promoters as a group hold more than 50% of the post-invitation share capital, they may sell but must retain at least 50%. If they hold less than 50% of the post-invitation share capital at IPO, they may not sell any;

  • After IPO, promoters cannot sell any of their shareholdings for 6 months. They may sell up to 50% of their shareholdings thereafter for the next 6 months;

  • For Pre-IPO investors who had acquired their shares within the 12- month period prior to IPO, the “profit portion” of their shareholdings is subjected to a moratorium period of 12 months after IPO;

  • Promoters of an MOG company are not to sell any of their shareholdings for 12 months after IPO.  They may sell up to 50% of their shareholdings for the next 6 months.

• ​IPO Documentation

  • Offer Document;

  • To include a 12-month working capital sufficiency statement from the issuer's directors and Sponsor;

  • Lodged on SGX Catalodge website.

• ​Accounting Standard

  • ​Singapore, US or International Accounting Standards.

• ​Domicile

  • ​At the discretion of the issuer.

• ​Business Operations

  • ​No requirement for operations in Singapore.

• ​Continuing Obligations

  • Rules relating to disclosure of material information, periodic reporting, additional share issuance, corporate transactions, corporate governance guidelines, interested persons transaction and free float will apply.

  • Additional requirement to retain a Sponsor at all times will apply to Catalist companies.

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RATES:

Rates will be based on an Hourly Rate of $45.00 per hour plus expenses incurred including, but not limited to, postage and purchase of any special software necessary to complete task. Time to complete the job will be estimated and any projects estimated over $200.00 will require a TBD down payment. Syndicate Legal Support Services Bills for Services Rendered each week. Syndicate Legal Support Services requires a signed contract, which outlines the project details, prior to beginning any work. 

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