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CMFAS 4A > Chapter 3: Getting Listed > Flashcards

Chapter 3: Getting Listed Flashcards

1
Q

Listing requirements applicable to all issuers, Singaporean and elsewhere

A

T

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2
Q

issuer, mkt <300M, spread?

A

at least 25% post invitation shares has to be in the hands of at least 500 shareholders

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3
Q

issuer, mkt 300M

A

at least 20% post invitation shares has to be in the hands of at least 500 shareholders

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4
Q

issuer, mkt 300M

A

at least 15% post invitation shares has to be in the hands of at least 1000 shareholders

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5
Q

for an invt fund, must not invest more than ____% of companies related to the invt’s substaintial shareholder

A

10%

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6
Q

issuer whose equities not listed, issue of local debt securities: min principal_____, at least ___% subscribers are institutional

A

750k, 80

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7
Q

exception to trust deed requirements avail to specific inevestors: min board lot size of___

A

200,000

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8
Q

investment fund deno in S$, at least size__, __% avail must be held by ast least ___ shareholders

A

20M, 25, 500

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9
Q

min IPO share

A

$0.2

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10
Q

issuer whose equities listed, min principal amt ___

A

750k

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11
Q

in case of share placement, the issue must not be priced at more than 10% discount to the___

A

weighted average price

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12
Q

Moratorium Requirements for Promoters

A

Profit test: Promoters’ 100% shareholdings
at the time of listing for at least
6 months after listing

Mkt test: Promoters’ 100% shareholdings at the time of listing for at least 6
months after listing, and at least 50% of original shareholdings at
time of listing (adjusted for any bonus issue or subdivision) for the
next 6 months

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13
Q

promoters are

A

controlling shareholders and associates

exec directors with an interest in 5% or more of the issued share capital at the time of listing

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14
Q

3.3.4.6 Moratorium Requirements for Pre-IPO Investors

A

n investor with 5% or more of the issuer’s post-invitation issued share capital who had acquired and
paid for his shares less than 12 months before the date of the listing application, will be subject to a
moratorium for six months after listing.67 Such an investor with less than 5% of the issuer’s post-invitation
issued share capital is permitted to sell an unrestricted number of shares in the IPO but his remaining shareholding will be subject to a similar moratorium. The moratorium period for pre-IPO investors (unlike
in the Mainboard Rules, no distinction is made under the Catalist Rules for those holding less than 5%, or
5% or more of the issuer’s post-invitation issued share capital) of an issuer listed on Catalist is 12 months
after listing.

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15
Q

minimum IPO price for mainboard

A

0.5

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16
Q

min IPO price for Catalis

A

0.2

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17
Q

for main board listing, if offer size is $75M < x <120M,

A

20% of invitation share bmust be distructured and each alloted not mroe than 0.4%

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18
Q

existing

shareholders must not be more than _% of the total number of issued shares (excluding treasury shares).

A

20

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19
Q

general mandate for the issuance of equity securities must limit the aggregate number of equity securities thatmay be issued to not more than ___% of the total number of issued shares

A

50

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20
Q

shareholding spread of mkt > b

A

12% -500 shareholders (always 500

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21
Q

A listed company incorporated outside Singapore must submit

A

OIS -Offer Information Statement

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22
Q

When MAS can’t stop an order

A

when it started trading

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23
Q

how much time can an applicant withdraw his application to MAs

A

7 days

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24
Q

When the supplementary doc is lodged with MAS, the person making the offer must notify investors within_days

A

7

25
Q

Holding period for a replacement doc is

A

14 days

26
Q

is Offer for Subscriptions = Placement

A

YES

27
Q

Under what circumstances the appointment of trustee is exempted / a trust deed not required

A

debentures are offered to institutional investors and is traded in a min size of 200k per transaction
debentures are offered by a prescribed corporation

28
Q

what doc must an isssuer issue in order to introduce an existing issue of securities to SGX-ST

A

introductory doc, not prospectus since it is an existing secu

29
Q

foreign debt issuer requirements SGT SX

A

80% institutional, investment grade

30
Q

An issuer shall pay money back to its subscriber within ___ days after the stop order has been reserved

A

14

31
Q

An issuer might not capitalise more than

A

50% of the amt standing in the revaluation reserve account (4.4.10 Bonus Issues, p118/230)

32
Q

SFA covers both public and private, true?

A

No, ONLY PRIV

33
Q

Foreign issuer is required to appoint______ when the debt securities are quoted on SGX-ST and upon the issue of the debt securities in definitive form unless other arrangement is accepted by SGX-ST

A

a paying agent

34
Q

Mainboard issuer may reserve up to___% of offered securities

A

10%,

35
Q

penalties for non disclosure

A

up to 7 years or 250k (individual)

36
Q

Key disclosure: substantial shareholder

A

5% in voting units

37
Q

see through price formula

A

offer price - exercise price

38
Q

revised time for offer

A

14 days

39
Q

upon receive approval In principal for rights issue, firm must finalise no later than ___ hours

A

48

40
Q

offer period for an ipo must be offered for at least

A

2 market days

41
Q

what is a trust deed

A

a document required whyen a trust structure is used. it will include provisions covering the creation for the trust, the appt of the trustee, its powers, duties and obligations and the trust property i.e. the issuer’s promise to pay the bond holders. Must included if the bonds are listed, unless an exemption: more than 200K and for specific investors only.

42
Q

a debt issuer must announce any

A

cancellation of debt secu & replacement of trustee

43
Q

how long to keep the prospectus

A

6M

44
Q

under what circumstances is a trust deed not required `

A

sophisticated & specified investors

45
Q

contravention of prospectus might get punished

A

a fine of 150k and imprisonment of not more than 2 years

46
Q

MAS may refuse to register a prospectus without an opportunity to be heard when

A

a receiver or a judicial manager has been appointed in Singapore elsewhere

47
Q

Lodgement of prospectus with MAS timeline

A

The SFA requires an issuer to lodge a prospectus with MAS under OPERA for 7-21 days. Public exposure will be at least 7 days.

48
Q

a company shall not place shares to

A

all of the above

49
Q

Commencement of IPO

A

the issuer is required to announce: outcome of the offer, level of subscription, basis of allocation and allotment and subscription rate

50
Q

a trustee should not be

A

a shareholder who beneficially holds shares in the borrowing company and a company which has enteres into a guarantee in respect of the principal

51
Q

a sophisicated person can resell without the issue of prospectus

A

the debentures are listed on SGX and have been held for at least 6M

52
Q

what documents need to be submitted before trading commences

A

draft prospectus, draft memorandum, confirmation by the issue manager that the issuer satisfies the listing criteria and on other matters, material contracts enteres into or proposed to be entered into by the issuer group

53
Q

an issuer on mainboard might reserve up to

A

10% of the offered securities for allocatiiona and allotement

54
Q

an issuer on mainboard might reserve up to

A

10% of the offered securities for allocatiiona and allotement

55
Q

an issuer shall pay the subscription moneys to the applications within____ days, if a stop order has been served on the corporation

A

14 days

56
Q

option to withdraw the appplication after supplementary docs have been logged on

A

14 days

57
Q

3.3.1.3 Shareholding spread -min % of shares of an issuer to be held in public hands immediately after IPO

A

market cap requirements
<300M: 25%
300M1bn: 12%

58
Q

3.1.1.4 Shareholding Distribution issuer must ensure overall distribution of shareholdings that is expected to provide an orderly secondary market when trading commences, to avoid corner situation in the securities.

A

offer size requirements:
<75M: at least 40% or 15M must be distrubted to investors, each not more than 0.8%
75M120M: no requirements.

CMFAS 4A (5 decks)

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