What it covers
Companies list in Singapore on one of two SGX boards. The Mainboard applies quantitative admission tests based on profit, market capitalisation and revenue, set out in the Mainboard Rules. Catalist is sponsor-supervised: there is no minimum quantitative test, and an authorised full sponsor assesses whether the company is suitable and supervises it after listing.
Either way, the bank or sponsor running the listing carries out legal, financial and business due diligence. Practitioners follow the Listing Due Diligence Guidelines issued by the Association of Banks in Singapore, which describe the checks expected on management, the business, financial information, material contracts, litigation and the prospectus itself. Reporting accountants, legal advisers to the issuer and the issue manager, valuers for property-heavy issuers and industry consultants all work from the same records.
A Mainboard prospectus is lodged with MAS, which registers it under the Securities and Futures Act; on Catalist the offer document is lodged with SGX acting as agent for MAS. Statements in either document carry liability, so every material statement is traced back to a source document. That verification exercise is much easier when the sources sit in a structured, searchable room with an audit trail.
Key provisions and what they mean in the room
| Rule | What it says | In the data room |
|---|---|---|
| Mainboard admission criteria | Quantitative tests based on profit, market capitalisation and revenue, plus track record, shareholding spread and free float requirements. | Financial track record, audited accounts and the shareholding structure need their own folders for the issue manager. |
| Catalist sponsor regime | A full sponsor assesses suitability, prepares the company for listing and supervises compliance afterwards. | The sponsor's team needs full read access and its own Q&A channel throughout. |
| Prospectus liability (SFA) | False or misleading statements or omissions in a prospectus or offer document can lead to civil and criminal liability. | Keep a verification folder that maps each prospectus statement to its source document. |
| ABS Listing Due Diligence Guidelines | Industry guidance on the scope of due diligence expected from issue managers and sponsors. | Use the guidelines' headings to structure the index so nothing is missed. |
| Continuing obligations | After listing, the company must disclose material information promptly and keep proper records. | Many issuers keep the room as a board and disclosure archive after the IPO. |
Setting up the room
Index to the due diligence guidelines
Organise folders around the headings the issue manager will test: corporate structure, business, financial information, material contracts, properties, litigation, licences, directors and management.
Separate the verification workstream
Keep the verification notes and source documents for each prospectus section in one restricted folder, with version control.
Control who sees forecasts
Profit forecasts, valuation reports and draft prospectus sections should go to named advisers only, with watermarks and download limits.
Plan for many parties
A listing can involve over a dozen firms. Set permission groups by firm and role at the start.
Checklist
- Index mapped to the due diligence scope.
- Audited financial statements and auditors' reports for the track record period.
- Group structure chart and constitutional documents for every entity.
- Material contracts and licences with key terms summarised.
- Directors' and executive officers' questionnaires and declarations.
- Verification folder linked to prospectus drafts.
- Permission groups for each advisory firm.
Due diligence timeline
A mid-market private sale in Singapore usually needs about four to six weeks to prepare the room and six to ten weeks of due diligence before signing. An SGX Mainboard listing takes much longer. Add a CCCS review if market shares are near the guides.
More on the due diligence timeline calculator
Source: SGX Mainboard Rules and Catalist Rules; Securities and Futures Act 2001; ABS Listing Due Diligence Guidelines. This page is general information, not legal or tax advice.
Questions people ask
Does SGX require a virtual data room for an IPO?
No rule requires one, but issue managers and sponsors expect a central, well-indexed record set for due diligence and verification, and almost every listing now uses a virtual data room for it.
What is the difference between Mainboard and Catalist due diligence?
Both follow similar due diligence practice. On the Mainboard the issue manager confirms the company meets the admission tests; on Catalist the full sponsor makes the suitability assessment because there is no quantitative test, and it continues to supervise the company after listing.
Who needs access to an IPO data room?
Usually the issue manager or sponsor, legal advisers to the issuer and to the bank, the reporting accountants, valuers, industry consultants and the company's finance and legal teams. Underwriters and placement agents may get limited access later.