Listing Requirements

5 February 2018

P Sivakumar, K Ashwini

There are two main ways to list a company in Singapore, through the Mainboard Listing or the Catalist Listing. A company wishing to list on the Mainboard has to meet quantitative requirements. A Catalist Listing, on the other hand, does not involve any quantitative requirements and is tailored to faster-growing companies.

A company wishing to list on the Mainboard has to meet quantitative requirements. A Catalist Listing, on the other hand, does not involve any quantitative requirements and is tailored to faster-growing companies.

Mainboard Listing
There are broadly 3 quantitative criteria:

1. Minimum consolidated pre-tax profit (based on full year consolidated audited accounts) of at least S$30 million for the latest financial year and has an operating track record of at least three years; or
2. Profitable in the latest financial year (pre-tax profit based on the latest full year consolidated audited accounts), has an operating track record of at least three years and has a market capitalisation of not less than S$150 million based on the issue price and post-invitation issued share capital; or
3. Operating revenue (actual or pro forma) in the latest completed financial year and a market capitalisation of not less than S$300 million based on the issue price and post-invitation issued share capital.

In addition, the company must also meet the following conditions:

1. At least 500 shareholders AND
   1. Where market capitalisation is less than $300 million, at least 25% of the post-invitation share capital must be in public hands.
   2. Where market capitalisation is equal to or more than $300 million but less than $400 million, at least 20% of the post-invitation share capital must be in public hands.
   3. Where market capitalisation is equal to or more than $400 million but less than $1000 million, at least 15% of the post-invitation share capital must be in public hands.
2. The issue price of the equity securities (other than convertible equity securities) offered for subscription or sale, for which a listing is sought, must be at least S$0.50 each.
3. At least two non-executive directors must be independent and free of any material business or financial connection with the issuer.

Catalist Listing
In relation to catalist listing, the company must meet the following conditions:

1. There are no quantitative requirements for catalist listing but the company needs to appoint a sponsor, who will assess the company’s suitability to list and will advise and guide the company through the listing process. The company must maintain the sponsor at all times after listing. The company’s sponsor must provide the confirmation required in Appendix 4B of the SGX Rulebook that the listing applicant is suitable for listing and complies with the Rules.
2. The issue price of the equity securities must be at least S$0.20 each.
3. At least 15% of the issued shares must be in the hands of at least 200 shareholders
4. There must be at least 2 independent directors. For foreign companies, at least 1 of these independent directors must be resident in Singapore.
5. In addition, the company must have sufficient Working capital for present requirements and for at least 12 months after IPO

For both mainboard and catalist listing, the listing obligations are continuing.
 

P Sivakumar
Director, BR Law Corporation​
siva@brlawcorp.com

K Ashwini
Associate, BR Law Corporation​
ashwini@brlawcorp.com