CATALIST SINGAPORE LISTING

TABLE OF CONTENT

 IPO Process
 Parties involved
 Procedure

 Timeline and Preparation

 Advantages of IPO
 Catalist Singapore & its sponsors
 List of full-time sponsors
 Listing Fees
 Listing requirements
 IPO PROCESS

 Parties involved
 Company management team

 Full-time Sponsor

 Underwriter and/or placement agent: licensed brokerage firm that promotes and sells all shares being offered in IPO

 IPO Lawyers: qualified team of lawyers who will advise on legal aspects of the listing application and other regulatory
issues.
 Reporting accountants/ independent auditors: professional firm that will audit the latest three years of company financials,
which will be attached as part of the prospectus to provide information to potential investors regarding the financial
performance of the firm.
 IPO PROCESS

Procedure
1. Planning and kicking off:
Initial stage of the IPO process is the planning and preparation stage where the IPO professional team is
selected, followed by a kick-off meeting involving the IPO professional team and management team. During
the kick-off meeting the Sponsor will present the IPO indicative timetable and draw up the action plans and
deliverables required by the relevant timelines, discuss the due diligence requirements, identify the critical
issues that will affect the IPO process and map out the proposed solutions. Each of the other professional team
(including the lawyers and auditors) will present their work requirements during the kick-off meeting.
2. Due diligence process and preparation of the documentation:
Due diligence process is conducted on the listing entities to ensure the prospectus or offer document complies
with the legal or accounting requirements, and the disclosure of the material information is prepared. The
lawyers will work with the company to draft the prospectus or offer document based on the specific
requirements of the Fifth Schedule of the securities and Futures Regulation.
IPO PROCESS

3. Drafting and verification meetings:

Meeting between management and IPO teams will be held to draft and review the respective sections required for the
prospectus or offer document and the collation of the source documents to support the contents. Moreover, due diligence
verification meetings will be held to check and verify the contents of the final draft prospectus or offer document prior to the
submission to the SGX.
4. Submission to SGX:
The Sponsor will submit the draft prospectus or offer document to the SGX to seek its approval for the listing of the
company. The SGX will review, and if require, raise questions to the sponsor, who will work with the company and IPO
professional team to address and issues and obtain listing approval. Once the listing approval is obtained, the company will
then compete the restructuring exercise and convert the status of the company from a private to a public company to
prepare for the next stage.
IPO PROCESS

5. Lodgement and registration of the prospectus or offer document:

After obtaining the listing approval, the prospectus will be lodged on the SGX Catalodge website. During the
next two weeks after lodgement, (the exposure period), the prospectus or offer document will be available for public
comment. During this period, the public can raise any concerns they might have. After clearing the exposure period,
the company can proceed the register its prospectus or offer document and launch its offer for shares to the public.
6. Listing:
After the close of the offer for shares, the company will be listed on the Catalist and commence trading of its
shares thereafter, which generally takes place one week after the launch of the offer for its shares.
TIMELINE AND PREPARATION

 The pre-submission process would approximately take 4-9 months after the kick-off meeting, generally depending
on the readiness of the listing applicant.
 The listing approval stage can take between 2-3 months, depending on the complexity of the listing group and
issues arising.
 Often, the full IPO process can take 12 months to complete after the kick-off meeting.
ADVANTAGES OF IPO

 Fund Raising
Listing provides an opportunity to raise capital to fund ventures, and possibly expand/merge.
 Ready Marketability of Security
Listing brings in liquidity and ready marketability of securities on a continuous basis.
 Ability to raise further capital
An initial listing increases a company's ability to raise further capital through various routes like preferential issue
and rights issue, and in the process attract a wide and varied body of institutional and professional investors.
 Increased public awareness of company as IPO’s generate publicity, making the company known to a new group
of potential customers.
 Also, it could be a possible good exit strategy.
CATALIST SINGAPORE

 The Singapore Exchange Limited (SGX) launched Catalist in 2007, a sponsor-supervised listing
platform for fast growing local & international companies.

Sponsors

• Companies seeking to be listed on Catalist have to be brought forward by an authorized full-time sponsor via
an IPO or a reverse takeover. Full time sponsors ultimately decide if the company can be listed or not.

• “Sponsors are authorised and regulated by SGX through strict admission criteria and subject to continuing
obligation under the Catalist Rules. Sponsors will in turn determine the suitability of a company to list and
supervise listed companies’ compliance with their continuing listing obligations.”
LIST OF CURRENT ACTIVE FULL-TIME SPONSORS
Active sponsors
CIMB Bank Berhad, Singapore Branch PrimePartners Corporate Finance Pte Ltd
DBS Bank Ltd RHB Bank Berhad, through its Singapore branch
Evolve Capital Advisory Private Limited RHT Capital Pte. Ltd.
Hong Leong Finance Limited SAC Capital Private Limited
Maybank Kim Eng Securities Pte. Ltd. United Overseas Bank Limited
Novus Corporate Finance Pte. Ltd. W Capital Markets Pte. Ltd.
Oversea- Chinese Banking Corporation Limited Xandar Capital Pte. Ltd.
UOB Kay Hian Private Limited ZICO Capital Pte. Ltd.
 LISTING FEES

 There are no quantitative requirements to list on Catalist by SGX; however, there are listing fees.

Initial Listing fees Annual Listing fees

Minimum S$30,000
Minimum S$15,000
Maximum S$100,000
Maximum S$50,000
Variable Rate Per S$ S$100
million Variable Rate Per S$ S$25
million
Basis Market Value
Processing Fees S$2,000 Basis Market Value
LISTING REQUIREMENTS

 Despite the lack of quantitative requirements from SGX, sponsors will use their own house deal selection criteria.
 Additional listing requirements exist. (Next slide)
Shareholder Spread • 15% of post-invitation share capital in public hands
• Minimum 200 shareholders

Independent Directors 2 independent directors ( minimum 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 shares at the time of
IPO.
• 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. The profit portion is calculated by multiplying the
percentage difference between the IPO price and price paid by the investor for the
shares, by the number of shares held.
• 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
Include working capital sufficiency statement for a 12-month period, or 18-month
period for MOG companies, from the issuer’s directors and Sponsor;
• Lodged on SGX Catalodge website

Accounting Standard Singapore Financial Reporting Standards, International Financial Reporting Standard, or
US Generally Accepted Accounting Principles

Domicile At the discretion of the issuer

Business Operations No requirements for operations in Singapore.

Continuous 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.