With effect from 3 September 2021, Special Purpose Acquisition Companies ("SPACs") are allowed to list on the Mainboard of the Singapore Exchange Securities Trading Limited ("SGX-ST Mainboard"), providing companies an attractive alternative capital fund raising route.
This follows Singapore Exchange Limited ("SGX") consultation paper released in March 2021. The consultation paper set out key features of the listing framework that are aimed at balancing investors' interests against the capital raising needs of the market. These include the proposed admission criteria, listing requirements and some key safeguards to protect the interests of minority shareholders of SGX SPACs. For background and a discussion on the proposals in the consultation paper, please refer to our 2021 April Client Update titled "SGX Proposes to Permit Listing of SPACs in Singapore", available here.
With significant support from the respondents to the SGX consultation for the introduction of a SPACs listing framework in Singapore, SGX proceeds with its proposal to offer SPACs as an investment product in the Singapore capital market. Taking into account feedback received, SGX has revised some of its initial proposed requirements/measures in the Consultation and we highlight the material items below:
- Lower Minimum Capitalisation Requirement and Minimum IPO Issue Price
Initially, SGX proposed that a SGX SPAC must satisfy a minimum capitalisation requirement of S$300 million. This is generally more stringent than those prescribed by the securities exchanges in the US that allow SPAC listing. Noting that this may reduce the competitiveness of SGX SPACs as against those of other securities exchanges with SPAC regimes and that the target company for business combination is typically three to eight times the initial size of the SPAC, SGX has lowered the minimum capitalisation requirement to S$150 million. Consequently, suitable acquisition targets companies will have a market capitalisation of more than S$450 million, comparatively higher than that for an issuer seeking a primary listing on the SGX-ST Mainboard. The minimum IPO issue price has also been lowered from the proposed S$10 per share to S$5 per share.
- Shorter Permitted Timeframe for SGX SPAC to Complete Business Combination
SGX recalibrated some of its initial proposed measures to address the concerns and dilution risks of SPACs with reference to feedback received pursuant to the consultation exercise. As it is in the interests of shareholders to complete the business combination earlier than later, SGX has shortened the permitted time frame for a SGX SPAC to complete the business combination from 36 months to 24 months, with an extension of time of up to 12 months if a binding agreement for the business combination has been signed before the end of such 24-month period.
- Detachable Warrants or Convertible Securities from SPAC Shares
SGX will not proceed with its original proposal to require warrants or other convertible securities to be non-detachable from the underlying shares of the SPAC as the detachability of warrants is a fundamental feature of a SPAC in other jurisdictions in attracting investors. Instead, SGX requires a SGX SPAC to specify the adopted maximum percentage cap (including bases) on the resultant dilutive impact to shareholders subsequent to a business combination arising specifically from the conversion of issued warrants (or other convertible securities) by the SPAC at IPO.
Changes to the SGX-ST Mainboard Listing Rules to implement the SPACs listing framework took effect on 3 September 2021.
For more information, click here to read our Legal Update.
