VANESSA NG MARKUS POH LEONG KEE
Director, Corporate Practice Associate, Corporate Practice
T: (65) 6645 4506 T: (65) 6645 4505
E: vanessa.ng@fortislaw.com.sg E: markus.poh@fortislaw.com.sg
Fortis Law Corporation
24 Raffles Place, #29-05 Clifford Centre, Singapore 048621
T: 6535 8100
As discussed in Part 1, the Singapore Exchange Securities Trading Limited (“SGX-ST”) maintains two boards, the Mainboard and the Catalist, but whichever board that a company is listed on, it is required to comply with the SGX-ST listing rules.
In this part, we will discuss some key differences between a Mainboard and a Catalist listing:
• Quantitative requirements
An applicant to a Mainboard listing needs to satisfy at least one of the following quantitative requirements:
(a) minimum consolidated pre-tax profit of at least S$30 million for the latest financial year, and an operating track record of at least three years;
(b) profitable in the latest financial year, have an operating track record of at least three years, and have a market capitalisation at initial public offering (“IPO”) of not less than S$150 million; or
(c) generated operating revenue in the latest completed financial year, and have a market capitalisation at IPO of not less than S$300 million.
A Catalist listing does not have quantitative requirements but needs to appoint a sponsor, who will assess its 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.
• IPO approval process
A Mainboard listing is subject to review and approval by the SGX-ST and the Monetary Authority of Singapore (“MAS”) whereas a Catalist listing is supervised and approved by its appointed sponsor. Once the prospectus is finalised for lodgement, the Mainboard listing applicant will lodge its prospectus with MAS whereas the Catalist listing applicant will lodge its prospectus with the SGX-ST.
• Operating track record
A Mainboard listing applicant would require a three-year operating track record, unless the listing is based on market capitalisation of not less than S$300 million. A Catalist Listing does not have such a requirement.
• Shareholders’ approvals for acquisitions and disposals
Acquisitions and disposals by a Mainboard company may only be carried out without shareholders’ approval if such acquisition or disposal does not exceed 20% of the relevant size tests under Rule 1006 of the Mainboard rules. Any acquisition or disposal above 20% requires shareholders’ approval. A Catalist company has more flexibility in this area as shareholders’ approval is only required where an acquisition exceeds 75% or where a disposal exceeds 50% of the relevant size tests under Rule 1006 of the Catalist rules.
Comparing a Mainboard and a Catalist listing, the latter has less stringent listing requirements as companies need not meet any minimum earnings, operational track record or market capitalisation requirements. It appears to be a viable option for small but fast-growing companies to list and issue shares to the public for fundraising purposes. There is also greater flexibility for a company to carry out acquisitions or disposals.
