This presentation is about listing in Singapore and dual listing in Singapore for companies already listed on NYSE Euronext Paris.

1. P A R I S - T O K Y O - S I N G A P O R E - D U B A I
LISTING AND DUAL
LISTING
IN SINGAPORE
Singapore Exchange
Securities Trading Limited
NYSE Euronext Paris

2. WHY LIST ON SINGAPORE EXCHANGE SECURITIES TRADING LIMITED (SGX)
SGX - Most Singapore -
International Leading Asian
Listing Venue Investment
in Asia Centre
WHY
SGX?
Active Retail
Investors’
Participation
Singapore - Leading Asian
Investment Centre
Strategically situated in the
heart of Southeast Asia,
Singapore is recognised today
as a key global financial centre
that serves vibrant markets in
the Asia-Pacific Region and the
rest of the world.
Active Retail Investors’ Participation
Active Retail Investors’
 Singapore retail investors can subscribe for IPOs via 2,000 ATMs Participation
 Strong retail participation in recent IPOs
Company Amount Public Retail Retail SGX saw resurgence of IPOs
Raised Offer Size (Public Offer Only) Subscription
in 2010 and recorded 39 new
(US$mn) (US$mn) Subscription Rate Amount (US$mn)
IPOs in 2010, being a 34%
HUTCHINSON PORT HOLDINGS 5,454 187 2x 281
GLOBAL LOGISTIC PROP LIMITED 2,111 154 11x 1,689
increase from 2009 (29 IPOs in
MAPLETREE INDUSTRIAL TRUST 427 76 28x 2,108 2009). Its IPO market
SABANA SHARI’AH COMPLIANT 404 60 12x 739 capitalisation in 2010 is almost
TRUST five-fold of 2009 (S$51 billion
CACHE LOGISTICS TRUST 304 26 20x 525
in 2010, S$10.4 billion in 2009).
SRI TRANG AGRO-INDUSTRY PUBLIC 264 19 1x 21
COMPANY LIMITED There has also been strong
TIGER AIRWAYS HOLDING LIMITED 198 13 23x 306 retail investors participation
Source: Company announcements in the recent IPOs.
* Thai-listed and subsequent dual primary listing SGX; currently at premium to offer price
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3. "41% of the listed
companies on SGX are
overseas companies
(compared to 1.2% in
Hong Kong and 0.5% in
Tokyo), contributing to
47% of the total market
capitalisation."
SGX – ASIA'S MOST
INTERNATIONAL LISTING VENUE
As an international exchange and listing
hub, SGX has been the preferred choice
of many global companies with foreign
origins. As at the end of 2010, 321 out of
782 listed companies were from overseas
(China, Japan, Korea, South East Asia,
Australia, India and Europe). 41% of the
listed companies on SGX are overseas
companies (compared to 1.2% in Hong
Kong and 0.5% in Tokyo), contributing
to 47% of the total market capitalisation.
Prominent companies with secondary or
dual primary listings on SGX include
Jardine Matheson Holdings (UK), SP
AusNet (Australia), STX Pan Ocean
(Korea), Sri Trang Agro Industry
(Thailand), Malaysia Smelting
Corporation (Malaysia), Prudential Plc
(UK) and Golden Ocean Group
(Norway). The secondary listing market
on SGX accounts for about 26.7% of the
market capitalisation.
Source: Singapore Exchange
SGX also boasts a diverse set of
industries, ranging from Marine and Oil
& Gas Services, Financials, Real Estate,
Infrastructure, Healthcare, Resources &
Commodities.
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4. LISTING ON SGX
An issuer may list on either of SGX's markets: Main Board and Catalist.
SGX LISTING
Mainboard Catalist
1) Regulatory approach: 1) Regulatory approach:
Exchange-regulated Exchange-regulated
Exchange-supervised market Sponsor-supervised market
2) Method of Listing:
2) Method of Listing:
Offer of securities
By way of introduction
Offer of securities
3) Types of companies
Fast growing companies (no
3) Types of companies quantitative entry criteria – c.f.
Established companies Appendix)
(quantitative entry – c.f.
Appendix)
Main Board Catalist
The Main Board is the premier market for On the other hand, the Catalist serves as a
the listing and trading of shares on the complementary fundraising and trading
SGX. It features established companies platform with more flexible regulations for
which meet its quantitative entry criteria smaller fast growing companies. While the
(see Appendix). The Main Board is under Catalist is regulated by SGX as well, it is
the direct regulation and supervision of supervised by Sponsors approved by SGX.
SGX. However, SGX retains the power to
discipline Catalist companies when there is
a breach of the regulations.
LISTING OPTIONS FOR ISSUERS LISTED ON EURONEXT / ALTERNEXT /
MARCHE LIBRE
•Dual Listing of the securities on
Dual Listing Euronext/Alternext/Marche Libre
and SGX
•Listing of the securities of a Carve-out
Carve Out on SGX
•Delisting from
Delisting Euronext/Alternext/Marche Libre
followed by re-listing on SGX
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5. 1) DUAL LISTING
Issuers may list on the SGX either by way of (a)
Issuer Issuer
a primary listing (On Main Board or Catalist);
or (b) a secondary listing (On Main Board
only). Dual Listing
Primary listing: Euronext/Alternext/Marche
Libre and SGX will be considered as the Listed on Listed on Listed on (i)
issuer’s "home exchange". Both the laws and Euronext Euronext Main Board
listing regulations of France and Singapore Alternext/ Alternext/ (primary &
Marche Libre Marche Libre secondary);
will have to be complied with in full. (ii) Catalist
(primary)
Secondary listing: Euronext remains the
issuer’s "home exchange" and the issuer will may be) and SGX and vary any such conditions or impose
only be required to comply with a limited set consequently, its securities may be additional conditions or criteria.
of listing regulations under SGX. For traded on both markets. The issuer
example, unlike a primary listing, controlling may thereafter raise funds in both Besides boosting the public profile
shareholders, executive directors of the issuer markets. in Asia, dual listing on SGX will
and their associates will not be subject to a provide ready access to capital
moratorium on dealings with their shares in SGX has the absolute discretion from the region. The enlarged size
the issuer. concerning the admission (and and diversity of shareholder base
removal) of an issuer and may may also boost liquidity and
Upon admission to the Official list of the SGX, approve the applications for listing valuation, particularly when the
the issuer will have a dual listing on both unconditionally or subject to business of the issuer is more
Euronext/Alternext/Marche Libre (as the case conditions, and has the right to favoured in the region.
may be) additional
2) CARVE OUT
In the event of a carve-out, an issuer will
(2) Issuer Subsidiary
transfer a group of assets (i.e. the assets and (1) Issuer
liabilities of a particular branch of activity) to a
subsidiary and in exchange, receive securities Carve Out
issued by the transferee company. Listed on
Euronext
The subsidiary will apply to list its securities on /Alternext/
Listed on Transfer of Marche Libre
one of the SGX’s boards as a primary listing by Euronext
/Alternext/
assets to
way of an IPO which can be done by an issue of Marche Libre subsidiary
new shares or an offer of existing shares to the
public.
Listing of carve out
The issuer will remain listed on
Euronext/Alternext/Marche Libre and subject
to French law and regulations; its subsidiary will Issuer Subsidiary
be listed on one of the SGX’s boards and subject
(3)
to Singapore law and regulations.
Listed on Listed on
Euronext Main Board
/Alternext / / Catalist
Marche Libre
3) DELISTING
The issuer will delist from Euronext/
Alternext/Marche Libre in accordance to French
law and regulations. Issuer Issuer
Thereafter, the issuer will apply to list its
securities on one of the SGX’s boards as a Delist and List
primary listing by way of an IPO which can be
done by an issue of new shares or an offer of
existing shares to the public.
Listed on Listed on
Euronext Main Board
Once the issuer is delisted from
/Alternext/ / Catalist
Euronext/Alternext/Marche Libre and upon Marche Libre
satisfaction of the listing requirements (see
Appendix), it will apply to list its securities on
one of SGX boards by launching an IPO.
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6. APPENDIX - LISTING REQUIREMENTS
Mainboard Catalist
Scenario 1 Scenario 2 Scenario 3
An issuer must also satisfy one of the following 3 scenarios:
Cumulative
consolidated pre-tax
Cumulative consolidated Cumulative consolidated
profit of at least $7.5 No criteria set by the SGX
pre-tax profit of at least $7.5 pre-tax profit of at least $7.5
million for the last Sponsors use their own criteria, usually following
million for the last three million for the last three
Quantitative Criteria three years, and a industry standards.
years, and a minimum pre- years, and a minimum pre-
minimum pre-tax The SGX may publish specific additional or other
tax profit of $1 million for tax profit of $1 million for
profit of $1 million for criteria for different types of listing applicants.
each of those three years each of those three years
each of those three
years
25% of issued shares in the hands of at least 500 shareholders (for market
At least 15% of issued shares in the hands of at least
Shareholding Spread capitalisation > S$300 million, shareholding spread will vary between 12-20%).
200 shareholders
500 shareholders worldwide in the case of a secondary listing
No operating track record record requirement set
Operating Track by SGX
3 years NA NA
Record Sponsors will require healthy and clean track
records by industry standards
Healthy financial position
Healthy financial position
Settlement of all debts owed to the group by its
Financial Position and Settlement of all debts owed to the group by its directors, substantial
directors, substantial shareholders and companies
liquidity shareholders and companies controlled by the directors and substantial
controlled by the directors and substantial
shareholders
shareholders (except affiliates)
Compliance with corporate governance standards
Management must have requisite expertise
Compliance with corporate governance standards
(assessed on a case by case basis). Minimum of 2
Management must have requisite expertise (assessed on a case by case basis).
Directors and non-executive directors on issuer’s board which are
Minimum of 2 non-executive directors on issuer’s board which are independent
Management independent and free of any material business or
and free of any material business or financial connection with the issuer
financial connection with the issuer
At least 2 independent directors, resident in Singapore, for foreign issuers
At least 1 independent director, resident in
Singapore, for foreign issuers
Sponsor: sponsors are companies specialized in
corporate finance and compliance advisory work.
Listing Review Exchange They are authorized and regulated by the SGX
through strict admission and continuing obligation
rules
The sponsor must be approved by the SGX and is
subject to SGX rules.
The company is listed based on the sponsor’s
The sponsor is not approved by the exchange and is not subject to SGX rules
assessment that it is suitable
The sponsor submits the listing application and the supportive documents on
After the IPO, the company must retain a sponsor at
behalf of the company but does not assume any supervisory role after the IPO
all times.
(compliance with SGX rules)
The sponsor ensures that the company complies
SGX directly supervises the company with the power to discipline
with SGX rules and advises the company on such
issues (supervisory role). SGX retains the power to
discipline the company.
A property investment/development company applying for admission to the Official List must also meet the following requirements:—
(1) Minimum Leasehold Period
Properties that have remaining leases of less than 30 years must not, in aggregate, account for more than 50% of the group's operating profits for
Additional the past three years. If the property is located in a jurisdiction outside Singapore, the Exchange may require or accept a different remaining length
requirements for of lease as a basis for this rule.
Property (2) Independence Of Valuer
Development An issuer must appoint an independent valuer to conduct a valuation of all its principal freehold and leasehold properties. The Exchange may
Companies require an issuer to appoint a second valuer to conduct a valuation on the properties.
(3) Valuation Report
The valuation report must state the effective date at which the properties are valued, which should not be more than six months from the date of
the application for listing.
A life science company that cannot meet the requirements in relation to the N.A.
Quantitative Criteria or Financial Position and Liquidity may list its equity securities on
the Main Board if it fulfills the following conditions:
(a) has successfully raised funds from institutional investors, accredited investors as
defined in the Securities and Futures Act or such relevant persons prior to its IPO,
not less than 6 months prior to the date of the listing application;
(b) meets the market capitalisation requirement in Scenario 3 of the Quantitative
Criteria;
Alternative (c) has as its primary reason for listing, the use of proceeds of the IPO to bring
requirements for Life identified products to commercialisation;
Science Companies (d) demonstrates that it has a three-year record of operations in laboratory research
and development and submit to SGX the following:
(1) details of patents granted or details of progress of patent applications;
(2) the successful completion of, or the successful progression of, significant
testing of the effectiveness of its products; and
(3) the relevant expertise and experience of its key management and technical
staff; and
(e) has available working capital that is sufficient for its present requirements and for
at least 12 months after listing.
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7. Singapore Paris
35 Ann Siang Road 91, rue du Faubourg
Singapore 069714 Saint Honoré
75008 Paris
Tel. : +65 65 57 20 20 Tel. : +33 (0) 1 55 73 20 20
Fax : +65 65 57 25 25 Fax : +33 (0) 1 55 73 20 21
Tokyo Dubai
3F, 3-22-1 Toranomon, Suite 415, Liberty House
Minato-ku DIFC, Dubai
Tokyo 105-0001 United Arab Emirates
Tel. : +81 3 54 03 91 21 Tel. : +971 4 32 777 08
Fax. : +81 3 54 03 91 22 Fax : +971 4 32 777 04
Key contacts
Singapore Philippe Taverne p.taverne@cvml.com
Shawn Chan s.chan@cvml.com
Paris Thierry Cotty t.cotty@cvml.com
Pascal Georges p.georges@cvml.com
Antoine Thibaud a.thibaud@cvml.com
DISCLAIMER
The information in this publication serves only as cursory guide to clients of Cotty Vivant
Marchisio & Lauzeral. The content of this publication is not intended to be legal advice
nor a substitute for the provision of legal advice. Cotty Vivant Marchisio & Lauzeral does
not accept any liability for the information (or the use or reliance upon such information)
provided herein. The publication shall not be deemed as the provision of specific
professional advice.
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