FUNDING & LISTING Lesson 14

LESSON 14 - INTERNATIONAL LISTING (WORKSHEET)

INTRODUCTION:
Firms may adopt International listing to obtain advantages that include _________________________
_______________________________________________________________________________________
______________________________________________________________________________________ .
Decision makers also need to be satisfied that the benefits exceed possible costs, such as listing costs,
exposure to legal liabilities, taxes and various trading frictions, and reconciliation of financial statements
with varying national standards.. Here are more benefits of such a move.

1. _____________________________________________

International listing enables companies to trade its shares in numerous time zones and multiple currencies.
This increases the issuing company’s liquidity and gives it more ability to raise capital.

2. _____________________________________

segmentation is the practice of dividing a large market into clear segments with similar needs. International
listing enables firms to divide foreign investor markets into segments which are easy to access. Companies
seek to list internationally because they anticipate gaining from a lesser cost of capital. This arises because
their stocks become more available to foreign investors. Their access to these stocks may otherwise be
restricted due to international investment barrier.

3. ____________________________________________________________

Companies in emerging markets need to use international listing to raise capital to continue to grow beyond
their home market.

4. ____________________________________________________________

International listing provides access to a larger pool of potential investors (both retail and institutional).
Wider shareholder base are less risky.

5. _____________________________________________________________

Companies need to comply with the provisions of all the regulatory aspects of the listing of those countries,
where sought to be listed. Investors will therefore find themselves more protected and comfortable to invest
in these companies.

6. _____________________________________________________________

A stock exchange provides a reliable and secure clearing mechanism. Listing on a foreign stock exchange is
possible only after creating robust and advance clearing system.

7. Other benefits
Shubhamm Sukhlecha (CA, CS, LLM)

_______________________________________________________________________________________
_______________________________________________________________________________________

SINGAPORE EXCHANGE LIMITED (SGX)

Singapore is one of the few Asian countries with an “______________” rating. As a
______________________________ for global companies, SGX listing rules provide
____________________ for companies with diverse backgrounds to source for public financing in Singapore.

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 FUNDING & LISTING Lesson 14

While SGX continues to attract more global companies, its listing standards and the quality of listed
companies are ______________________________.

About Main Board

SGX’s Listing Rules augment the disclosure-based regime with ____________________________________

and continuing requirements for issuers.

Our requirements are benchmarked against _______________________________________ and are in line

with best practices from developed jurisdictions.

SGX’s regulatory team reviews listing applications to ensure that issuers meet the minimum requirements
prescribed. In reviewing listing applications, SGX’s regulatory team relies on due diligence carried out by
issue managers and their representations to determine the applicants’ suitability to list.

About Catalist

Unlike issuers listed on SGX’s Main Board, Catalist companies are directly supervised by their ____________.
Sponsors are qualified professional companies experienced in __________________________________
_______________________ work. They are authorised and regulated by SGX through strict admission
criteria and continuing obligations. However, SGX continues to regulate issuers through its rules for
admission and continuing obligation. It also retains the power to discipline them when there is a rule breach.

There are two Listing processes at SGX:

• Mainboard Listing Process:

caters to the needs of established enterprises. Companies seeking a listing on the Mainboard must meet the
entry criteria, which includes minimum profit and/or market capitalisation levels. Mainboard-listed
companies enjoy the prestige of an established market place and access to the widest range of institutional
and retail investors.

• Catalist Listing Process:

caters to the needs of fast growing enterprises. Companies seeking a primary listing on the Catalist must be
brought to list by authorised Sponsors via an initial public offering (IPO) and reverse take-over.

There are various conditions in respect of Markey Capitalisation, Pre- tax profit, Offer size, Public float etc.
which need to be fulfilled by the company desirous to listed at SGX.

How to get Listed on SGX Mainboard

Shubhamm Sukhlecha (CA, CS, LLM)

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 FUNDING & LISTING Lesson 14

Requirements for Listing on Main Board

A company seeking a listing on the Mainboard must meet the following admission requirements.

Quantitative Requirements

MOG Requirements

Additional Requirements

Quantitative Requirements

Companies intending to join SGX’s Mainboard must meet one of the following quantitative requirements:

MOG Requirements

A MOG listing aspirant unable to satisfy the above quantitative requirements for listing, may list its securities
if has to satisfy the following additional conditions:

• ____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________

Requirement for all MOG companies

• Have
• Have
•
• Appoint an
Shubhamm Sukhlecha (CA, CS, LLM)

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 FUNDING & LISTING Lesson 14

How to get listed on SGX Catalist

NATIONAL ASSOCIATION OF SECURITIES DEALERS AUTOMATED QUOTATIONS (NASDAQ):

NASDAQ began primarily as a U.S.-based equities exchange. Today, NASDAQ is recognized around the globe
as a diversified worldwide financial technology, trading and information services provider to the capital
markets, with more than 3,500 colleagues serving businesses and investors from over 50 offices in 26
countries across six continents and in every capital market.

There are three distinct markets within NASDAQ:

1. ______________________________

The NASDAQ Global Select Market has the _______________________________ standards of any exchange
in the world. It is a mark of ________________________________________________________.

2. GLOBAL MARKET(NGM)

The NASDAQ Global Market lists companies with an ____________________________________________

____________________________________ with their products or services.

3. CAPITAL MARKET (NCM)

NASDAQ Capital Markets are focused on its core purpose for those companies listed -- ________________.

• Listing Timeline

While it generally takes four to six weeks to process a listing application, this time frame is variable and may
be shortened considerably, if the application raises no issues and the company responds quickly to Staff
comments.

Week 1-

Weeks 2-3-
Shubhamm Sukhlecha (CA, CS, LLM)

Weeks 3-4-

Weeks 5-6-

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 FUNDING & LISTING Lesson 14

LONDON STOCK EXCHANGE

The London Stock Exchange is one of the world’s most international capital markets, home to approximately
____________ companies from more than________ countries around the world. More than 500 of these
companies are international. The markets of the London Stock Exchange put UK and international companies
in touch with one of the world’s deepest pools of global capital.

London’s position at the heart of the global financial community is one of the reasons that so many
international companies choose to join our markets. Many of the world’s ____________________________
_________________________________ are based here, while London’s professional investors are known
for their outward-looking approach, offering companies from around the world access to a deep and wide
pool of investment capital.

London has become synonymous with ‘__________________________________ and is recognised globally

for its flexible, principles based approach to regulating its capital market.

London Stock
Exchange

Main Market

The Main Market is the flagship market for larger, more established companies, and is home to some of the
world’s largest and best known companies. Underpinned by London’s balanced and globally-respected
standards of regulation and corporate governance, the Main Market represents a badge of quality for every
company admitted and traded on it and an aspiration for many companies worldwide. It is an EU Regulated
Market.

The Main Market has four segments that cater for a range of businesses and securities.
Shubhamm Sukhlecha (CA, CS, LLM)

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 FUNDING & LISTING Lesson 14

Alternative Investment Market (AIM)

AIM is the London Stock Exchange’s international market for _____________________________. A wide
range of businesses including ___________________________________________________________ as
well as more established companies join AIM seeking access to growth capital.

Why join AIM?

NOMAD

The Nominated Adviser (Nomad), broker and other advisers play a central role in a company’s admission to
AIM. It is important that a company is confident that it can establish a good working relationship with the
appointed Nomad as they will be working closely together at admission and on an ongoing basis. In choosing
its advisers, a company will want to ensure that they:

• __________________________________________________________________
• __________________________________________________________________
• __________________________________________________________________

Role of Nominated Advisers

Nomads are corporate finance advisers approved by the London Stock Exchange to act in this capacity. To
obtain approval as Nomad, a firm must meet the eligibility criteria set out in the AIM Rules for Nominated
Advisers.
A Nomad is responsible for advising and guiding a company on its responsibilities in relation to its admission
to AIM as well as its continuing obligations once on market. To help fulfil this role, the Nomad will: undertake
extensive due diligence to ensure a company is suitable for AIM
• provide ___________________________________________________________ process
• __________________________________________________________________ on a public market
Shubhamm Sukhlecha (CA, CS, LLM)

• help prepare the ________________________________________________________

• confirm _________________________________________ of the company to the Exchange
• act as the _____________________________ throughout a company’s time on AIM.

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 FUNDING & LISTING Lesson 14

Professional Securities Market (PSM)

The Professional Securities Market is an ___________________________________________________
designed to suit the specific needs of issuers. It facilitates the raising of capital through the issue of specialist
__________________________________________________________ to professional investors.

Companies wishing to raise capital may do so without the additional cost of following a retail or equity
regime. As a listed, exchange-regulated market, the Professional Securities Market enables issuers to enjoy
the benefits of a flexible and pragmatic approach to regulatory requirements.

Issuers of debt or DRs are not required to report ________________________________________________

__________________________, either in listing documents or as a continuing obligation. Instead, issuers
can use their domestic accounting standards.

LISTING OF DEPOSITORY RECEIPTS ON THE Professional securities market (PSM)

DRs are typically held in _______________________and issued by a depository bank. Several forms of DRs
can be listed and traded in London, including __________________________________________________
_______________________________________________________.

Admitting DRs to the PSM involves a two-step, simultaneous process. A company submits its ‘____________
______________________________________, while also applying to the Exchange for admission of its DRs
to trading on the PSM.

Trading platform: All DRs admitted to the PSM are traded on the _________________________________
(IOB), the world’s leading electronic order book for DRs.

LUXEMBOURG STOCK EXCHANGE

The Luxembourg Stock Exchange is well known for its independent and international listing expertise.
Instruments that are currently listed are shares, warrants, bonds of many types, depositary receipts and
investment funds.
Listing in Luxembourg is both relatively ____________________________________________________.
There are three main phases in the process:
– The _________________________________________________________________.
– The _____________________________________ phase.
– The _____________________________________phase.

Listing with the Luxembourg Stock Exchange is a 5-step process:

Shubhamm Sukhlecha (CA, CS, LLM)

The Luxembourg Stock Exchange offers a choice of two markets, the main EU-regulated market (called “the
BdL market” or the Bourse de Luxembourg market”) and an exchange-regulated market (called “the Euro
MTF”)

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 FUNDING & LISTING Lesson 14

When listing on the Euro MTF (Multilateral Trading Facility) market, the Luxembourg Stock Exchange is in
charge of prospectus approval and the prospectus is drawn up according to our own rules and regulations.
When listing on the BdL market, Luxembourg’s financial regulator, the Commission de Surveillance du
Secteur Financier (CSSF), reviews and approves a prospectus.

By being outside the scope of EU regulations, issuers on the Euro MTF market benefit from less stringent
requirements for financial reporting.

However, only issuers that list on the BdL market have access to EU passporting, meaning that the same
prospectus approval can be used to list on other EU exchanges.

BdL market Euro MTF market

EU-regulated market Exchange-regulated market

Listing a share/GDR on BdL market

Shubhamm Sukhlecha (CA, CS, LLM)

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 FUNDING & LISTING Lesson 14

Listing Shares /GDRs on the Euro MTF

Shubhamm Sukhlecha (CA, CS, LLM)

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 FUNDING & LISTING Lesson 14

US SECURITIES AND EXCHANGE COMMISSION

The mission of the U.S. Securities and Exchange Commission is to __________________________________
_______________________________________________________________________________________.

As more and more first-time investors turn to the markets to help secure their futures, pay for homes, and
send children to college, our investor protection mission is more compelling than ever.

The laws and rules that govern the securities industry in the United States derive from a simple and
straightforward concept: all investors, whether large institutions or private individuals, should have access
to certain basic facts about an investment prior to buying it, and so long as they hold it. To achieve this, the
SEC requires public companies to disclose meaningful financial and other information to the public.

The SEC oversees ________________________________________________________________________

_______________________________________________________________________________________
_______________________________________________________________________________________.

Though it is the primary overseer and regulator of the U.S. securities markets, the SEC works closely with
_______________________________________________________________________________________
_______________________________________________________________________________________

In addition, the Chairman of the SEC represents the agency as a member of the __________________
________________________________________ (FSOC).

The laws that govern the Securities Industry in US:

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INSPIRE ACADEMY 14.10