Professional Documents
Culture Documents
PRESENTED BY:-
GROUP NO 8
GROUP MEMBERS:
Presented By:Farhin Ghanchi Shagufta Quershi Rohit Sharma Namrata Singh Mohit Surana Chit Desai 14 41 47 49 53 57
INTRODUCTION
Formed on 1st Dec.1999 by the merger of the Stock Exchange of Singapore (SES) and the Singapore International Monetary Exchange Ltd. (SIMEX)
OVERVIEW
Internationally recognised marketplace
Enjoy the prestige of being listed on an international marketplace. Join more than 200 international companies from over 20 different countries listed in Singapore since the early 1990s.
Research coverage
Expand your visibility through more than 100 research analysts and over 20 research houses based in Singapore.
management at the end of 2009, which provides ready funding support for the growth of international companies seeking to raise capital in Singapore. Resulting from its sound regulation, efficient business environment and diversity of instruments and service, Singapore is widely recognised as Asias financial gateway.
to list on SGX to establish a stronger Asian profile and presence. With a critical mass of foreign listings, SGX is today recognised as the Asian listing hub for growth companies, supported by a welldeveloped research industry to reach the global investment community. This has in turn created a marketplace that captures the close attention of global investors seeking exposure into regional opportunities. With the consistent ability to attract such global funds, foreign companies will continue to find themselves well-received and traded in Singapore.
In its pursuit for more foreign listings, SGX has introduced listing rules that are market-oriented. These rules provide flexibility for companies with diverse backgrounds to source for public financing in Singapore. While SGX maintains its position of attracting more companies, its listing standards and the quality of listed companies are never compromised.
Benefits
There are many advantages that accrue to companies that attain a public listing of their shares. Some of the key considerations and benefits are: Creating a market for the companys shares; Enhancing the status and financial standing of the company; Increasing public awareness and public interest in the company and its products; Providing the company with an opportunity to implement share option schemes for their employees; Accessing to additional fund raising in the future by means of new issues of shares or other securities; Facilitating acquisition opportunities by use of the companys shares; and
Drawbacks
While there are benefits to going public, it also means additional obligations and reporting requirements on the companies and its directors: Increasing accountability to public shareholders Need to maintain dividend and profit growth trends Becoming more vulnerable to an unwelcome takeover Need to observe and adhere strictly to the rules and regulations by governing bodies Increasing costs in complying with higher level of reporting requirements Relinquishing some control of the company following the public offering Suffering a loss of privacy as a result of media interest As the owner or major shareholder of a private company, it is important to outweigh the benefits and costs of listing in the light of the plans and goals that have been set for the company. Discussions with lawyers, independent accountants and other professional advisors will also provide you with better considerations.
Have a market capitalisation at IPO of not less than S$150 million if they are profitable in the last financial year and have an operating track record of at least three years Have a market capitalisation at IPO of not less than S$300 million if they only have operating revenue in the latest completed financial year. Have minimum consolidated pre-tax profit of at least S$30 million for the latest financial year and have operating track record of at least three years;
The new admission criteria take into account feedback and suggestions SGX received from the public consultation concluded in February 2010. The new criteria are effective 10 August 2012. For more information on this announcement and details on the new criteria for Mainboard applicants and transitional arrangements for Catalist companies seeking to transfer to Mainboard, please click here. For SGX-ST Listing Manual Amendments,
Companies must meet SGXs initial listing requirements outlined below for either a Mainboard or Catalist listing. After listing, companies have to comply with all SGXs continuing listing obligations
Secondary Listing
Companies that are already listed on another exchange of equivalent rules as SGX are able to seek a secondary listing on SGX without having to comply with SGXs continuing listing obligations.
An international company that is already listed on its home exchange can also choose to list and raise funds on SGX via GDRs. As GDRs are specialist products offered only to institutional and accredited investors, GDR listing requirements are relatively less demanding compared with primary and secondary listings where retail participation is allowed. Please click here for details.
IPO or Introduction
Whether a company is listing on SGX on a primary or secondary basis, the offering at the point of listing can be done in following ways:
IPO
Issue of new shares or offer of existing shares to the investing public. A prospectus has to be lodged with MAS and prepared in accordance with the Securities and Futures Regulations (SFR). During the course of the listing process, the prospectus will be subject to public comments for approximately 3 to 4 weeks. (This may be extended at the discretion of MAS.)
Introduction
No shares are offered to the investing public. Suitable for companies that may not require funds at the point of listing. An introductory document needs to be lodged with SGX and prepared in accordance with SFR. The introductory document is not subject to public comments.
Mainboard Requirements
The Mainboard requirements for admission will be revised, effective from 10 August 2012. Please see announcement for more details. From now till 10 August 2012, a company may list on the Mainboard under any of the three criteria below, which cater to a wide spectrum of companies with different business models
Criteria 1 Criteria 2 Pre-Tax Profits Cumulative Cumulative pre-tax profit pre-tax profit of at least $7.5 of at least $10 million over million for the the last 3 latest 1 or 2 consecutive years years, with a pre-tax profit of at least $1 million in each of those 3 years Market NA NA Capitalisation
Criteria 3 NA
Shareholding Spread
Market capitalisation of at least $80 million at the time of the initial public offering, based on the issue price 25% of issued shares in the hands of at least 500 shareholders (For market capitalisation > S$300 million, shareholding spread will varies between 12-20%).
Operating Track Record Continuity of Management Accounting Standard Continuing Listing Obligations
2000 shareholders worldwide in the case of a secondary listing 3 years NA NA 1 or 2 years as NA the case may be Singapore, US or International Accounting Standards Yes Yes Yes Waiver from having to comply with continuing listing obligations if listed on another recognised foreign stock exchange. At the discretion of the issuer At the discretion of the issuer No requirement for operations in Singapore At least 2 residents in Singapore 3 years
Understand the companys capital needs Help the company understand SGX and the benefits of various listing options Support the company to decide whether joining one of SGXs markets is right
Provide guidance on the listing process, regulatory framework and corporate governance best practices Work with the issuer to resolve potential issues
Help the company raise its profile in the investment community through the Research Incentive Scheme, investor seminars and overseas roadshows to meet institutional investors
Provide a conducive marketplace for the company to raise secondary funds efficiently to support its continual growth
Listing Process
A company initiates the listing process by appointing a Singaporebased financial institution to be its sponsor and lead manager. The lead manager is usually a member company of SGX, a merchant bank or other similar institutions acceptable to SGX. The lead manager will assume an active role and prepare the company for listing. Besides managing the launch, the lead manager also submits the listing application on behalf of the company. In addition, the lead manager will liaise with SGX on all matters arising from the application for listing. Apart from the lead manager, the company needs to appoint a lawyer to oversee the legal aspects of listing. In addition, the appointed Certified Public Accountant will provide the company with an initial
evaluation of its readiness to go public, assist in upgrading its management capabilities and in preparing the launch. Prior to and during the launch, the company will have to engage the service of an experienced public relations firm to help enhance its appeal and convey its corporate messages effectively to the investing public.
IPO Timeline Prior to submission of the listing application, the company is advised to consult SGX to resolve any specific issues. This will speed up the listing process and reduce any additional costs that may arise due to a delay. The timeframe for a listing varies for different companies, ranging from two months to two years. On the average, the whole process should last about 12 to 18 weeks. Given that time is of the essence, the company should budget a reasonable amount of management time and appoint the appropriate professionals to assist in the listing process.
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.
* Promoters are controlling shareholders & their associates and executive directors with more than 5% of share capital at the time of listing.
E-SUBMISSION
Welcome to the SGX e-Submission portal!
This is a web-based portal for you, to enjoy greater convenience and efficiency when making your regulatory submissions to the Risk Management and Regulation department of SGX.
Benefits of the online portal:With the new e-Submission portal, you will derive benefits such as:
A secure and easy-to-use platform to make your submissions to SGX. Greater convenience as you can make submissions at any time. Enhanced interaction with the SGX team, facilitated by built-in discussion board. Shortened turnaround time for submissions with streamlined administrative procedures. Easy to use database to retain and retrieve important information, documenting all submissions and communications within the system. Standard submission templates, thereby enables greater efficiency in the review and approval processes. Greater transparency that allows you to follow the progress of your submission.
Enhanced Communication:The e-Submission portal creates an effective avenue for you to have your questions answered and keep track of your SGX applications. You are able to freely interact with the SGX team and engage in discussions on your submission.
To Begin the e-Submission :(www.sgx.com/regulation/esubmission) At your convenience, you can log onto the e-submission portal to submit the following:
Company Circulars (excluding those where new securities are issued) Fixed Income Securities Structured Warrants
You will also find these links to other related documents useful:
Account Opening Forms Terms and Conditions for Use of the System Issuer Undertaking Form FAQs