Effective 3 September 2021, Singapore now allows the listing of special purpose acquisition companies (SPACs) on the Singapore Exchange (SGX), making the city-state among the first major bourses in Asia to allow blank-cheque companies to list. This new listing framework is certain to further improve Singapore’s reputation as one of the top financial hubs in the Asia Pacific region and attract plenty of emerging unicorn companies in the technology industry.
As at the time of writing, two SPACs have already lodged their preliminary prospectuses to the Monetary Authority of Singapore (MAS), with well-known sponsors that included provisions that exceed the minimum requirements set out by SGX. Their prospectuses give investors an idea of what to expect from Singapore SPACs and would likely set the baseline expectations for SPACs and their future sponsors.
Below is the listing framework for SPACs published by SGX and the relevant rules and criteria that high net-worth investors need to know.
The SPACs listing framework
The following are the key criteria of the SPACs listing framework:
- Minimum market capitalisation is at S$150 million
- The timeframe for de-SPAC is within 24 months or 2 years of SPAC IPO, with the possibility of a 12-month extension subject to conditions
- Sponsor shares will undergo a moratorium from IPO to de-SPAC. 6 months moratorium after the conclusion of de-SPAC, and further 6 months moratorium thereafter on 50% shareholding for applicable resulting issuers
- Sponsors are required to at least subscribe to 2.5% – 3.5% of the SPAC’s IPO shares. This will further depend on the capitalisation of the SPAC’s market with aggregate shareholding limited to 20% of the issued shared capital at the SPAC’s IPO
- De-SPAC may continue provided that more than 50% of the shareholders and SPAC independent directors support and issue their approval of the transaction, respectively
- Shareholders’ warrants will be detachable. The maximum percentage dilution to shareholders will be capped at 50%, specifically for those arising from the conversion of IPO-issued warrants
- Each independent shareholder is entitled to redemption rights
Suitability assessment factors for SPAC
The SGX Mainboard Listing Rules has established suitability assessment factors of SPACs, with the key highlights to be aware of as follows:
- Profile detailing the expertise and experience of the issuer’s management team and track record and reputation of the founding shareholders
- Issuer’s business strategy and objective
- Nature and extent of the compensation of the management team
- Extent and manner of the management team and founding shareholder’s securities participation in the issue, which includes equity interests obtained by the management team, founding shareholders, and their associates whether at nominal or no consideration before or during the IPO
- Intent of use for IPO proceeds not put into the escrow account, including the escrow arrangements that govern the funds in said account
- Provisions in the Articles of Association along with the issuer’s other constituent documents
Requirements for de-SPAC
In addition to knowing the listing framework and criteria, it is also vital to be aware of the requirements to fulfil prior to the conclusion of de-SPAC:
- Fair market value of target must be at least 80% of the funds placed in the SPAC’s escrow account upon entering into the M&A binding agreement
- The business combination must lead to an identifiable core business in which the resulting issuer has majority in management control and/or ownership. SGX could consider a business combination that involves acquiring a minority stake in an asset(s) or business(es) provided that the resulting issuer demonstrates management control of said business or asset
- Issuers are required to appoint a financial adviser (FA) to be the issue manager tasked with advising on the business combination
- Issuers must choose a competent, independent valuer tasked with valuing the asset(s) or business(es) to be acquired where:
a. A subscription or placement by institutional and/or accredited investors for the issuer’s equity securities is not conducted during the business combination
b. The asset(s) or business(es) to be acquired through the business combination involves a gas, oil, or mineral company or a property development/investment company. The shareholder’s circular must include a summary valuation related to the business combination
- Compliance with the prospectus disclosure requirements is a must for shareholders’ circular seeking business combination approval
The decision to allow SPAC listings on SGX is certain to introduce some much-needed vibrancy into the capital markets of Singapore, as well as satisfy high-net-worth investors in search of riskier but more rewarding investments. As such, SPAC mergers will become more frequent and can help businesses greatly. Benefits of SPAC mergers include flexibility, cost-savings, and so on. Hence, if you need expert guidance with your business’s GST obligations, Max Lewis Consultants Pte Ltd is the firm you can rely on. Our GST assisted self-help kits in Singapore are designed to aid you in determining and meeting all of your business’s GST-related needs.
Besides GST compliance, we provide other services designed to further enhance and expand your business operations, including local and international tax planning, transfer pricing advisory, and business valuation services in Singapore. If you wish to know more, contact us today to learn more about our highly-trusted services.