PrimePartners - Listing Considerations

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For many fast-growing private companies, an initial public offering (IPO) can provide the capital required to raise its public profile, accelerate growth and the opportunity to strengthen market positioning.

While a public listing is a defining milestone in a company's history, it is an intensive and complex process and should not be perceived as a one-time exercise with short-term considerations in mind. Before deciding to proceed with an IPO exercise, a corporation should consider the sustainability and growth of its current business model, its business strategies, and its long-term business plans. A listing aspirant should also consider the implications and realities of being a publicly listed company, such as the need to make timely, public disclosures and have commitment to rigorous compliance and corporate governance standards and accountability to minority shareholders and media scrutiny.

An initial public offering (IPO) can provide fast-growing private companies with the capital needed to enhance their public profile, accelerate growth, and strengthen market positioning.

However, while a public listing is a significant milestone, it is a complex and intensive process that should be approached with long-term strategic considerations.

Companies must assess the sustainability of their business model, strategies, and long-term plans before proceeding. They should also be prepared for the responsibilities of being publicly listed, including timely disclosures, strict compliance with corporate governance standards, and accountability to minority shareholders and media scrutiny.

Our involvement begins with pre-listing fundraising and restructuring, which may commence 6 to 9 months before the due diligence process. We guide clients through due diligence with professional advisors, coordinate with regulators for necessary approvals, assemble a placement team for the IPO, and organize roadshows to engage institutional investors and high-net-worth individuals before launching the public offer.

	Mainboard	Catalist
Quantitative Criteria
Initial Listing Requirements	Mainboard Established track record Public float ranges from 12% to 25% depending on market capitalization in the hands of at least 500 shareholders Admission assessed by SGX	Catalist No track record required 15% public float in the hands at least 200 shareholders Admission assessed by Sponsor
Quantitative Requirements	Mainboard An issuer must also satisfy one of the following requirements: 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; 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	Catalist 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. No market capitalization requirements Sponsors determine their own house requirements and the Singapore Exchange may publish additional or other criteria for listing applicants in specific industries
Financial Position and Liquidity	Mainboard Group must be in a healthy financial position, including positive cash flow from operating activities. All debts owing to the group by its directors, substantial shareholders, and companies controlled by directors and substantial shareholders must be settled prior to listing.	Catalist All debts owing to the group by its directors, substantial shareholders, and companies controlled by directors and substantial shareholders must be settled prior to listing. Confirmation from the directors and Sponsor that the company has sufficient working capital for its present purposes and for at least 12 months after listing
Issue Price	Mainboard Minimum issue price of S$0.50	Catalist Minimum issue price of S$0.20
Other Admission Criteria
Internal Controls	Board and Audit Committee's comments on the adequacy and effectiveness of the issuer's internal controls (including financial, operational, compliance and information technology controls) and risk management systems. Any material weaknesses identified must be disclosed, together with the steps taken to address them.
Competence, Character and Integrity of Management Team	Audit Committee to provide statement on the competence, character and integrity of the person appointed as the Chief Financial Officer (or its equivalent rank) Key executive officers (i.e. CEO, CFO or COO) or equivalents and senior management team should have appropriate experience and expertise, character and integrity to manage the issuer's business.

Mainboard

Catalist

Quantitative Criteria

Initial Listing Requirements

Mainboard

Established track record
Public float ranges from 12% to 25% depending on market capitalization in the hands of at least 500 shareholders
Admission assessed by SGX

Catalist

No track record required
15% public float in the hands at least 200 shareholders
Admission assessed by Sponsor

Quantitative Requirements

Mainboard

An issuer must also satisfy one of the following requirements:

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;
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

Catalist

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.
No market capitalization requirements
Sponsors determine their own house requirements and the Singapore Exchange may publish additional or other criteria for listing applicants in specific industries

Financial Position and Liquidity

Mainboard

Group must be in a healthy financial position, including positive cash flow from operating activities.
All debts owing to the group by its directors, substantial shareholders, and companies controlled by directors and substantial shareholders must be settled prior to listing.

Catalist

All debts owing to the group by its directors, substantial shareholders, and companies controlled by directors and substantial shareholders must be settled prior to listing.
Confirmation from the directors and Sponsor that the company has sufficient working capital for its present purposes and for at least 12 months after listing

Issue Price

Mainboard

Minimum issue price of S$0.50

Catalist

Minimum issue price of S$0.20

Other Admission Criteria

Internal Controls

Board and Audit Committee's comments on the adequacy and effectiveness of the issuer's internal controls (including financial, operational, compliance and information technology controls) and risk management systems. Any material weaknesses identified must be disclosed, together with the steps taken to address them.

Competence, Character and Integrity of Management Team

Audit Committee to provide statement on the competence, character and integrity of the person appointed as the Chief Financial Officer (or its equivalent rank)
Key executive officers (i.e. CEO, CFO or COO) or equivalents and senior management team should have appropriate experience and expertise, character and integrity to manage the issuer's business.

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