Specific situations
Specific situations

[Last updated: 1 January 2024, unless otherwise noted]

Dual Class Shares. SGX-ST permits the listing of dual class shares, save that such a listing applicant has to be suitable for listing with a dual class share structure. Some factors SGX-ST would consider include the role and contribution of the holder of multiple vote shares, the business model and whether sophisticated investors have participated in the company.

Life sciences. A life science company (generally, a company that is involved in research and development, production or commercialization using organisms or their life processes, which is based on biology, medicine or ecology) need not fulfill the quantitative criteria and may list its securities on the Mainboard if it fulfils a special set of criteria. These include:

  • Successfully raising funds from institutional investors, accredited investors or other relevant persons as contemplated under the SFA, prior to its IPO and not less than six months before the date of the listing application.
  • Having a market capitalization of at least S$300 million (approximately US$227.37 million), calculated based on the issue price and post-invitation issued share capital.
  • Having, as its primary reason for listing, the use of proceeds of the IPO to bring identified products to commercialization.
  • Demonstrating that it has a three-year record of operations in laboratory research and development and submitting to SGX-ST details of patents granted or details of progress of patent applications.
  • Demonstrating the successful completion of, or the successful progression of, significant testing of the effectiveness of its products.
  • Demonstrating the relevant expertise and experience of its key management and technical staff.
  • Having available working capital that is sufficient for its present requirements and for at least 18 months after listing.

A life science company that lists pursuant to these alternative listing requirements will be subject to more stringent disclosures, including quarterly announcements disclosing the use of funds for that particular quarter, as well as projections on the use of funds for the next immediate quarter. This rule ceases to apply once the issuer is able to meet the profit criteria or all of its principal products have reached commercialization.

Property investment / development companies. In addition to the general requirements for listing on SGX-ST Mainboard, a property investment/development company applying for admission must ensure that its properties that have remaining leases of less than 30 years do not, in aggregate, account for more than 50% of the listing group's operating profits for the past three years. In addition, the company must appoint an independent valuer to conduct a valuation of all its principal freehold and leasehold properties.

Mineral, Oil and Gas. A mineral, oil and gas company must be able to establish the existence of a meaningful portfolio of reserves in a defined area, which is substantiated by an independent qualified person's report.

A mineral, oil and gas company must have working capital that is sufficient for its present requirements and for at least 18 months after listing which must include (i) operating, general and administrative and financing costs; (ii) property holding costs; and (iii) costs of any proposed exploration and/or development. Working capital shall be considered as the applicant's ability to access cash and other available liquid resources (including proceeds from the initial public offering and projected cashflows but excluding future borrowings/financing which have not been obtained) in order to meet its liabilities as they fall due.

A mineral, oil and gas company must have at least one independent director with appropriate industry experience and expertise.

All mineral, oil and gas companies must satisfy other listing requirements for a Mainboard listing as described above.

A mineral, oil and gas company that cannot meet the listing requirements described above may list its securities on the Mainboard if it:

  • Has a market capitalization of at least S$300 million (approximately US$227.37 million) based on the issue price and post-invitation issued share capital.
  • Discloses its plans and milestones to advance to production stage with capital expenditure for each milestone. These plans must be substantiated by the opinion of an independent qualified person.

Other situations. There are no additional requirements, or changes in the normal requirements, that apply to very large, multinational or small companies listed on the Mainboard.

Special Purpose Acquisition Companies. Special Purpose Acquisition Company (SPAC) activity has grown exponentially over the past few years, driven largely by activity in the US. Along with this has been the follow-on growth in de-SPAC transactions, as publicly listed SPACs move through the transaction life cycle to merge with an acquisition target. See the Baker McKenzie Global SPACs Guide for more information on listing a SPAC on SGX-ST.