A company seeking a listing on Catalist must meet the following admission requirements.
(1) Sponsorship
A listing applicant must be sponsored by an approved Sponsor of Catalist. Catalist companies are listed based on the Sponsor's assessment that they are suitable. SGX does not set any minimum quantitative entry criteria, but Sponsors will use their own deal selection criteria.
(2) Offer Document
A listing applicant must produce an "Offer Document". We have obtained an exemption from the Monetary Authority of Singapore (MAS) for the relevant sections in the Securities & Futures Act (SFA), such that an offer of securities on Catalist will not require a prospectus.
However, there is no change to the disclosure standards in Catalist, as it is the basis for investors to make informed decisions. Therefore, the Offer Document will be subject to the same disclosure requirements as a prospectus. To support this disclosure requirement, provisions relating to civil and criminal liability in the SFA will still apply to an Offer Document.
The prospectus exemption also means that the requirement to lodge and register the Offer Document with MAS will no longer apply. Instead, it will be lodged with SGX. Offer Documents will be posted on SGX's Catalodge website, for a period of at least 14 days. This will provide an avenue for the public to air any serious concerns they may have, and act as an additional safeguard.
(3) Working Capital Statement
The Sponsor and directors of the company must include a statement in the Offer Document that the company has sufficient working capital for the present requirements and for at least 12 months after IPO.
(4) Shareholding Spread
To promote healthy post-IPO trading activity, the shareholding spread requirement is set at 15% of issued capital in public hands with a minimum of 200 shareholders.
(5) Moratorium Period
To secure the commitment of promoters* and pre-IPO investors, restrictions on the sale of their shareholdings will apply. 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 are not to sell any of their shareholdings 6 months after IPO. They may sell up to 50% of their shareholdings 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 will be subject to a moratorium period of 12 months after IPO. The “profit portion” is calculated as the number of shares derived from the difference between the cash paid by the investor for the shares and the value of the shareholdings based on the IPO price.
* “Promoters” are controlling shareholders & their associates and executive directors with more than 5% of share capital at the time of listing.
Rules for Issuers – Full details of the admission and continuing requirements for Issuers are in the Catalist rules for Issuers, which can be found here.
