SINGAPORE Law and Practice Contributed by: Evelyn Wee, Sandy Foo, Tracy-Anne Ang, Terence Quek, Hoon Chi Tern, Goh Jun Yi and Tricia Teo, Rajah & Tann Singapore LLP
For Catalist The Catalist Listing Rules set out moratorium require - ments in respect of promoters, investors who acquired and paid for their securities less than 12 months prior to listing, as well as any investors who are connected to the sponsor of the IPO. They are broadly similar to the Mainboard requirements, except that: • in the case of promoters’ shareholdings, at least 50% of the original shareholding (adjusted for any bonus issue, subdivision or consolidation) is required to be subject to a lock-up of six months following the expiry of the initial six-month period after listing where their entire shareholding is locked up; and • in the case of investors who acquired and paid for their securities less than 12 months prior to listing, they are subject to a 12-month lock-up to be given over the proportion of shares representing the profit portion of the shares. Post-IPO relationship agreements are not entered into between a private equity seller and the target com - pany.
For investors each with less than 5% of the issuer’s post-invitation issued share capital who acquired and paid for their shares less than 12 months prior to the date of the listing application, there is no limit on the number of shares that may be sold as vendor shares at the time of the IPO. But if the investor has shares that remain unsold at the time of the IPO, the remain - ing shares will also be subject to a six-month lock-up to be given over the proportion of shares representing the profit portion of the shares. For investors who are connected to the issue manager for the IPO of the issuer’s securities, their sharehold - ings will be subject to a moratorium of six months after listing. For the avoidance of doubt, these investors are prohibited from selling vendor shares at the time of the IPO. The aforesaid moratorium and prohibition will not apply to investors that are fund managers where: • the funds invested in the issuer are managed on behalf of independent third parties; • the investor and the issue manager have separate and independent management teams and deci - sion-making structures; and • proper policies and procedures have been imple - mented to address any conflicts of interest arising between the issue manager and the investor, subject to the issuer consulting with the SGX and demonstrating to the SGX that these conditions have been met, to the satisfaction of the SGX. The SGX retains the discretion to require compliance with the aforesaid moratorium and prohibition where it deems fit.
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