Singapore Exchange Approves SPAC Listing at Minimum S$150 Million Market Capitalization
3rd September 2021 | Singapore
Singapore Exchange (SGX) has approved SPAC listing (Special Purpose Acquisition Company) on the Singapore Exchange Mainboard, with a minimum market capitalization of SGD 150 million ($110 million). The de-SPAC (formal merger with a company) must take place within 24 months of IPO with an extension of up to 12 months. Over 80 respondents had provided feedback to the SGX consultation on SPAC listing, including financial institutions, investment banks, private equity and venture capital funds, corporate finance firms, private investors, lawyers, auditors and stakeholder associations. The new SPAC listing rules will be effective on the 3rd September 2021. SGX will also work with the Securities Investors Association (Singapore) to increase retail investors’ understanding of SPACs and will partner with Singapore Institute of Directors to educate future directors of SPACs on the responsibilities and duties expected of them. (IPO ~ Initial Public Offering)
“ Singapore Exchange Approves SPAC Listing at Minimum S$150 Million Market Capitalization “
SPAC (Special Purpose Acquisition Company) is also popularly referred to as a blank cheque company, that allows the listed company without any existing businesses to raise capital through an IPO (initial public offering), and thereafter use the capital to invest into companies.
SPAC Listing on Singapore Exchange Mainboard
The SGX listing under the SPAC framework must have the following key features:
- Minimum market capitalisation of S$150 million
- De-SPAC must take place within 24 months of IPO with an extension of up to 12 months subject to fulfilment of prescribed conditions
- Moratorium on Sponsors’ shares from IPO to de-SPAC, a 6-month moratorium after de-SPAC and for applicable resulting issuers, a further 6-month moratorium thereafter on 50% of shareholdings.
- Sponsors must subscribe to at least 2.5% to 3.5% of the IPO shares/units/warrants depending on the market capitalisation of the SPAC
- De-SPAC can proceed if more than 50% of independent directors approve the transaction and more than 50% of shareholders vote in support of the transaction
- Warrants issued to shareholders will be detachable and maximum percentage dilution to shareholders arising from the conversion of warrants issued at IPO is capped at 50%
- All independent shareholders are entitled to redemption rights
- Sponsor’s promote limit of up to 20% of issued shares at IPO
Tan Boon Gin, CEO of Singapore Exchange Regulation (SGX RegCo):
“SGX’s SPAC framework will give companies an alternative capital fund raising route with greater certainty on price and execution.
We want the SPAC process to result in good target companies listed on SGX, providing investors with more choice and opportunities. To achieve this, you can expect us to focus on the sponsors’ quality and track record. We have also introduced requirements that increase sponsors’ skin in the game and their alignment with shareholders’ interest.”
2021 SPAC Listings
In 2021, many prominent companies have choose to go public via SPAC listing, including WeWork, Forbes, Virgin Orbit (Richard Branson), Italian luxury group Zegna and Southeast Asia ride-hailing & superapp Grab. Facebook co-founder Eduardo Saverin B Capital had also raised $300 million on NASDAQ.
In 2020, New York Stock Exchange (NYSE) raised an industry-leading $45.3 billion in SPAC IPO proceeds in 113 transactions. The $45.3 billion raised in SPAC IPO proceeds, represent 63% of the 2020 total SPAC IPO proceeds, and includes the 6 largest SPAC IPOs for 2020.
Related
- Forbes Goes Public on NYSE in $630 Million SPAC Merger with Magnum Opus
- Richard Branson Virgin Orbit Goes Public on NASDAQ in $3.2 Billion SPAC Merger with NextGen Acquisition
- Italian Luxury Brand Ermenegildo Zegna Goes Public on NYSE in $2.5 Billion SPAC Merger
- Grab $39.6 Billion SPAC IPO Delayed to Q4 2021, Pending Accounts Clearance
- Southeast Asia Grab Goes Public on Nasdaq at $39.6 Billion Valuation with SPAC Merger
- WeWork Goes Public at $9 Billion Valuation with SPAC Merger
- Facebook co-Founder Eduardo Saverin B Capital Creates SPAC to Raise $300 Million on NASDAQ
- Singapore Exchange Seeks Feedback on SPACs Listing at SGD 300 Million Market Capitalization
- NASDAQ Executed 300 IPOs in 2020, Raising $77.86 Billion
- New York Stock Exchange Remains Market Leader for IPO in 2020, Raising $81.8 Billion
SGX:
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