SGX to Open Up Listings to Special Purpose Acquisition Companies (SPACs)
31 March 2021
The Singapore Exchange (SGX) and SGX Regco announced on 31st March 2021 a consultation on the amendment of the Listing Rules to allow for Special Purpose Acquisition Companies (SPACs) to be listed on the Mainboard. This is a significant development for capital markets in the region and will help bolster Singapore as a leading gateway for fund raising. We look at the proposed criteria for listing.
The proposed requirements for the listing of SPACs on the Mainboard are as follows:
Broad admission criteria
- A minimum S$300 million market capitalisation and at least 25% of the total number of issued shares to be held by at least 500 public shareholders at IPO.
- A minimum IPO price of S$10 a share.
- At least 90% of IPO proceeds placed in escrow pending the acquisition of a target company (known as the business combination). Cash will be returned on a pro rata basis from the amount in escrow to any shareholder voting against the business combination or upon the liquidation of the SPAC.
- Any warrant (or other convertible securities) issued with the ordinary shares of the SPAC at IPO must be non-detachable from the underlying ordinary shares of the SPAC for trading on SGX.
Conditions for founding shareholders, management team and controlling shareholders
- The founding shareholders and/or the management team must hold minimum equity at IPO of between 1.5% to 3.3%, depending on the SPAC's market capitalisation then.
- Moratorium on the shareholding interests held by the key parties such as the founding shareholders and controlling shareholder(s) at various junctures.
Business combination requirements
- A three-year permitted time frame from IPO date to complete the business combination.
- The business combination must comprise at least one principal core business with a fair market value forming at least 80% of the gross IPO proceeds in escrow.
- The resulting business combination will have to meet the initial Mainboard listing criteria.
- The business combination can only proceed with approval from a simple majority of the SPAC’s independent directors and a simple majority of the independent shareholders.
- Liquidation of the SPAC may occur under certain conditions including when a material change in the profile of the founding shareholders and/or management team critical to the successful founding of the SPAC and/or completion of the business combination occurs prior to the consummation of the business combination, unless independent shareholders vote for the continued listing of the SPAC.
- The issuer must appoint:
- an accredited Issue Manager as Financial Advisor to advise on the business combination; and
- an independent valuer to value the target company
- The shareholders’ circular on the business combination must contain prospectus-level disclosures including on key areas such as:
- financial position and operating control;
- character and integrity of the incoming directors and management;
- compliance history;
- material licences, permits and approvals required to operate the business; and
- resolution of conflicts of interests.
This is a significant development for capital markets in the region and will help bolster Singapore as a leading gateway for fund raising. The consultation closes on 28 April 2021.