-

D U B A I

LISTING AND DUAL

LISTING IN SINGAPORE

Singapore Exchange
Securities Trading Limited

NYSE Euronext Paris

SEPTEMBER 2011

WHY LIST ON SINGAPORE EXCHANGE SECURITIES TRADING LIMITED (SGX)

SGX - Asias Most

International
Listing Venue

Singapore Leading Asian

Investment Centre

WHY
SGX?
Active Retail
Investors
Participation

Singapore - Leading Asian

Investment Centre
Strategically situated in the
heart of Southeast Asia,
Singapore is recognised today
as a key global financial centre
that serves vibrant markets in
the Asia-Pacific Region and
the rest of the world.

Active Retail Investors Participation

Singapore retail investors can subscribe for IPOs via 2,000 ATMs
Strong retail participation in recent IPOs
Amount
Raised
(US$mn)

Public
Offer Size
(US$mn)

HUTCHINSON PORT HOLDINGS

5,454

187

2x

281

GLOBAL LOGISTIC PROP LIMITED

2,111

154

11x

1,689

SABANA SHARIAH COMPLIANT REIT

404

60

12x

739

CACHE LOGISTICS TRUST

304

26

20x

525

SRI TRANG AGRO-INDUSTRY PUBLIC

COMPANY LIMITED*

264

19

1x

21

TIGER AIRWAYS HOLDINGS LIMITED

198

13

23x

306

Company

Retail
(Public Offer Only)
Subscription Rate

Retail
Subscription
Amount (US$mn)

MAPLETREE INDUSTRIAL TRUST

Source: Compant announcements

* Thai-listed and subsequent dual primary listing SGX; currently at premium to offer price

Active Retail Investors

Participation
SGX saw a resurgence of
IPOs in 2010 and recorded
39 new IPOs in 2010,
being a 34% increase from
2009 (29 IPOs in 2009). Its
IPO market capitalisation
in 2010 is almost fivefold of 2009 (S$51 billion
in 2010, S$10.4 billion in
2009). There has also been
strong retail investors
participation in the recent
IPOs.

41% of the listed companies on SGX

are overseas companies (compared
to 1.2% in Hong Kong and 0.5% in
Tokyo), contributing to 47% of the total
market capitalisation.

SGX ASIAS MOST INTERNATIONAL

LISTING VENUE
As an international exchange and listing
hub, SGX has been the preferred choice
of many global companies with foreign
origins. As at the end of 2010, 321 out of
782 listed companies were from overseas
(China, Japan, Korea, South East Asia,
Australia, India and Europe). 41% of the
listed companies on SGX are overseas
companies (compared to 1.2% in Hong
Kong and 0.5% in Tokyo), contributing
to 47% of the total market capitalisation.
Prominent companies with secondary
or dual primary listings on SGX
include Jardine Matheson Holdings
(UK), SP AusNet (Australia), STX
Pan Ocean (Korea), Sri Trang Agro
Industry (Thailand), Malaysia Smelting
Corporation (Malaysia),
Prudential
Plc (UK) and Golden Ocean Group
(Norway). The secondary listing market
on SGX accounts for about 26.7% of the
market capitalisation in August 2011.

SGX also boasts a diverse set of

industries, ranging from Marine and Oil
& Gas Services, Financials, Real Estate,
Infrastructure, Healthcare, Resources &
Commodities.

LISTING ON SGX
An issuer may list on either of SGXs markets: Main Board and Catalist.

SGX LISTING

Mainboard

Catalist

1) Regulatory approach:
Exchange-regulated
Exchange-supervised market

1) Regulatory approach:
Exchange-regulated
Sponsor-supervised market

2) Method of Listing:
By way of introduction
Offer of securities

2) Method of Listing:
Offer of securities
3) Types of companies
Fast growing companies (no
quantitative entry criteria c.f.
Appendix)

3) Types of companies
Established companies
(quantitative entry c.f.
Appendix)

Main Board

Catalist

The Main Board is the premier market for the

listing and trading of shares on the SGX. It features
established companies which meet its quantitative
entry criteria (see Appendix). The Main Board is
under the direct regulation and supervision of
SGX.

On the other hand, the Catalist serves as a

complementary fundraising and trading platform
with more flexible regulations for smaller fast
growing companies. While the Catalist is regulated
by SGX as well, it is supervised by Sponsors
approved by SGX. However, SGX retains the power
to discipline Catalist companies when there is a
breach of the regulations.

LISTING OPTIONS FOR ISSUERS LISTED ON EURONEXT / ALTERNEXT /

MARCHE LIBRE

Dual Listing
Carve Out
Delisting

Dual Listing of the securities on Euronext /

Alternext / Marche Libre and SGX
Listing of the securities of a carve out on
SGX
Delisting from Euronext / Alternext /
Marche Libre followed by re-listing on
SGX

1) DUAL LISTING
Issuers may list on the SGX either by way of (a) a
primary listing (On Main Board or Catalist); or (b) a
secondary listing (On Main Board only).
Primary listing: Euronext/Alternext/Marche
Libre and SGX will be considered as the issuers
home exchange. Both the laws and listing
regulations of France and Singapore will have
to be complied with in full.

Issuer

Issuer
Dual Listing

Listed
on Euronext
/ Alternext /
Marche Libre

Listed
on Euronext
/ Alternext /
Marche Libre

Listed
on (i) Main
Board (primary
& secondary),
(ii) Catalist

Secondary listing: Euronext remains the issuers

home exchange and the issuer will only be
required to comply with a limited set of listing
regulations under SGX. For example, unlike
a primary listing, controlling shareholders,
executive directors of the issuer and their
associates will not be subject to a moratorium
on dealings with their shares in the issuer.

SGX has the absolute discretion concerning the

admission (and removal) of an issuer and may
approve the applications for listing unconditionally
or subject to conditions, and has the right to vary any
such conditions or impose additional conditions or
criteria.

Upon admission to the Official list of the SGX, the

issuer will have a dual listing on both Euronext/
Alternext/Marche Libre (as the case may be) and
SGX and consequently, its securities may be traded
on both markets. The issuer may thereafter raise
funds in both markets.

Besides boosting the public profile in Asia, dual

listing on SGX will provide ready access to capital
from the region. The enlarged size and diversity
of shareholder base may also boost liquidity and
valuation, particularly when the business of the issuer
is more favored in the region.

2) CARVE OUT
Issuer

In the event of a carve-out, an issuer will transfer

a group of assets (i.e. the assets and liabilities of a
particular branch of activity) to a subsidiary and in
exchange, receive securities issued by the transferee
company.
The subsidiary will apply to list its securities on one
of the SGXs boards as a primary listing by way of
an IPO which can be done by an issue of new shares
or an offer of existing shares to the public.

Issuer

Subsidiary

Carve Out
Listed
on Euronext
/ Alternext /
Marche Libre

Transfer
of assets to
subsidiary

Listed
on Euronext
/ Alternext /
Marche Libre

Listing of carve out

The issuer will remain listed on Euronext/

Alternext/Marche Libre and subject to French law
and regulations; its subsidiary will be listed on one
of the SGXs boards and subject to Singapore law
and regulations.

Issuer

Subsidiary

Listed
on Euronext
/ Alternext /
Marche Libre

Listed
on Main
Board / Catalist

3) DELISTING
The issuer will delist from Euronext/ Alternext/
Marche Libre in accordance to French law and
regulations.
Thereafter, the issuer will apply to list its securities
on one of the SGXs boards as a primary listing by
way of an IPO which can be done by an issue of new
shares or an offer of existing shares to the public.
Once the issuer is delisted from Euronext/Alternext/
Marche Libre and upon satisfaction of the listing
requirements (see Appendix), it will apply to list its
securities on one of SGXs boards by launching an
IPO.

Issuer

Issuer
Delist and List

Listed
on Euronext
/ Alternext /
Marche Libre

Listed on
Main Board /
Catalist

Mainboard
Scenario 1

Scenario 2

Catalist
Scenario 3

An issuer must also satisfy one of the following 3 scenarios:

Quantitative
Criteria

Cumulative consolidated
pre-tax profit of at least $7.5
million for the last three
years, and a minimum pretax profit of $1 million for
each of those three years

Cumulative consolidated
pre-tax profit of at least $10
million for the last one or
two years

Market capitalisation of at
least $80 million calculated
based on the issue price and
post-invitation issued share
capital

No criteria set by the SGX

Sponsors use their own criteria, usually following
industry standards
The SGX may publish specific additional or other
criteria for different types of listing applicants

Minimum
Issue Price per
Share

S$0.20

S$0.20

Accounting
Standards

Singapore Financial Reporting Standards (FRS), or International Financial

Reporting Standard (IFRS), or US Generally Accepted Accounting Principles (US
GAAP). Accounts that are prepared in accordance with IFRS or US GAAP need not
be reconciled to FRS

Singapore Financial Reporting Standards (FRS),

or International Financial Reporting Standard
(IFRS), or US Generally Accepted Accounting
Principles (US GAAP). Accounts that are prepared in accordance with IFRS or US GAAP need not
be reconciled to FRS

Shareholding
Spread

25% of issued shares in the hands of at least 500 shareholders (for market capitalisation > S$300 million, shareholding spread will vary between 12-20%).
At least 500 in Singapore or 1,000 shareholders worldwide in the case of a secondary
listing

At least 15% of issued shares in the hands of at

least 200 shareholders

Financial
Position and
liquidity

Healthy financial position

Settlement of all debts owed to the group by its directors, substantial shareholders
and companies controlled by the directors and substantial shareholders (except
affiliates)

Healthy financial position

Settlement of all debts owed to the group by its
directors, substantial shareholders and companies
controlled by the directors and substantial
shareholders (except affiliates)

Directors and
Management

Compliance with corporate governance standards

Management must have requisite expertise (assessed on a case by case basis). Minimum of 2 non-executive directors on issuers board which are independent and free
of any material business or financial connection with the issuer
At least 2 independent directors, resident in Singapore, for foreign issuers

Compliance with corporate governance standards

Management must have requisite expertise
(assessed on a case by case basis). Minimum of 2
non-executive directors on issuers board which
are independent and free of any material business
or financial connection with the issuer
At least 1 independent director, resident in
Singapore, for foreign issuers

Listing Review

Exchange

Sponsor: sponsors are companies specialized

in corporate finance and compliance advisory
work. They are authorized and regulated by the
SGX through strict admission and continuing
obligation rules

The sponsor must be approved by the SGX and is

subject to SGX rules
The company is listed based on the sponsors
assessment that it is suitable
After the IPO, the company must retain a sponsor
at all times
The sponsor ensures that the company complies
with SGX rules and advises the company on such
issues (supervisory role). SGX retains the power to
discipline the company

The sponsor is not approved by the exchange and is not subject to SGX rules
The sponsor submits the listing application and the supportive documents on behalf
of the company but does not assume any supervisory role after the IPO (compliance
with SGX rules)
SGX directly supervises the company with the power to discipline

Additional
requirements
for Property
Development
Companies

A property investment/development company applying for admission to the Official List must also meet the following requirements:
(1) Minimum Leasehold Period
Properties that have remaining leases of less than 30 years must not, in aggregate, account for more than 50% of the groups operating profits for the
past three years. If the property is located in a jurisdiction outside Singapore, the Exchange may require or accept a different remaining length of
lease as a basis for this rule.
(2) Independence Of Valuer
An issuer must appoint an independent valuer to conduct a valuation of all its principal freehold and leasehold properties. The Exchange may
require an issuer to appoint a second valuer to conduct a valuation on the properties.
(3) Valuation Report
The valuation report must state the effective date at which the properties are valued, which should not be more than six months from the date of the
application for listing.

Alternative
requirements
for Life Science
Companies

A life science company that cannot meet the requirements in relation to the Quantitative
Criteria or Financial Position and Liquidity may list its equity securities on the Main Board
if it fulfils the following conditions:
(a) has successfully raised funds from institutional investors, accredited investors as
defined in the Securities and Futures Act or such relevant persons prior to its IPO, not
less than 6 months prior to the date of the listing application;
(b) meets the market capitalisation requirement in Scenario 3 of the Quantitative Criteria;
(c) has as its primary reason for listing, the use of proceeds of the IPO to bring identified
products to commercialisation;
(d) demonstrates that it has a three-year record of operations in laboratory research and
development and submit to SGX the following:
(1) details of patents granted or details of progress of patent applications;
(2) the successful completion of, or the successful progression of, significant testing
of the effectiveness of its products; and
(3) the relevant expertise and experience of its key management and technical staff;
and
(e) has available working capital that is sufficient for its present requirements and for at
least 12 months after listing.

N.A.

Key contacts
Singapore

Philippe Taverne p.taverne@cvml.com

Shawn Chan
s.chan@cvml.com

Paris

Thierry Cotty t.cotty@cvml.com

Pascal Georges p.georges@cvml.com
Antoine Thibaud a.thibaud@cvml.com

DISCLAIMER
The information in this publication serves only as cursory guide to clients of Cotty Vivant
Marchisio & Lauzeral. The content of this publication is not intended to be legal advice
nor a substitute for the provision of legal advice. Cotty Vivant Marchisio & Lauzeral does
not accept any liability for the information (or the use or reliance upon such information)
provided herein. The publication shall not be deemed as the provision of specific
professional advice.

www.cvml.com

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