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Fundraising and capital markets

Data room for an SGX reverse takeover

Short answerIn a reverse takeover a listed company acquires a business large enough to change control, so the incoming business is reviewed almost like an IPO. A data room supports due diligence by the listed company's advisers and preparation of the circular for shareholders.

How it works in Singapore

RTOs let private businesses reach the SGX through an existing listed company, often a shell or a company changing business. SGX treats them like new listings, with due diligence and shareholder approval.

Best data rooms for reverse takeovers

Our five measures re-weighted for this use case, with a small bonus for rooms built for it. Prices before 9% GST.

  1. 1 Ellty ~S$191/mo 9.3 Visit Ellty
  2. 2 iDeals On quote 8.8
  3. 3 Datasite On quote 8.7
  4. 4 Ansarada On quote 8.6
  5. 5 Firmex On quote 8.5
  6. 6 Drooms On quote 8.4
  7. 7 Intralinks On quote 8.4
  8. 8 SmartRoom On quote 8.1
  9. 9 DealRoom On quote 8.1
  10. 10 Box ~S$19/user/mo 8.1
28%Security19%Deal tools21%Permissions16%Ease of use16%Cost

Folder index for reverse takeovers

01
Incoming businessFull due diligence set.
02
Listed companyRecords and announcements.
03
ValuationIndependent valuation reports.
04
CircularDrafts and verification.
05
ApprovalsSGX, SIC and shareholder approvals.

Singapore rules that apply

SGX RTO rules

Very substantial acquisitions or RTOs require shareholder approval and the enlarged group must meet listing requirements.

Take-over Code

The vendors may trigger a mandatory offer if they reach 30%, unless a whitewash waiver is obtained.

More detail: SGX listing rules, Take-over Code.

Features you need

FeatureWhy it matters hereRooms in our top 10 that list it
Audit trailTime-stamped history of who opened, printed or downloaded each document, exportable for a dispute, insurer or regulator.10 of 10
View and download controlEach file can be set to view-only, print or download, and the setting can be changed later.9 of 10
Q&A workflowBidders post a question against a file; your team drafts, approves and publishes the reply, and the whole thread is kept.9 of 10
Dynamic watermarksThe reader's name, email and time are stamped across each page as it opens, so a photographed page can be traced.10 of 10

How to set it up

  1. Treat it like an IPOFull diligence on the incoming business.
  2. Control price-sensitive dataThe listed company must manage disclosure.

Mistakes to avoid

  • Leaks before announcement.
  • Underestimating the diligence on the incoming business.

Questions people ask

Is an RTO faster than an IPO?

Not always. SGX reviews the enlarged group like a new listing, so diligence is substantial.

Is a whitewash needed?

If vendors would reach 30% or more, they typically seek a whitewash waiver from the SIC with independent shareholder approval.

Who reviews the room?

The listed company's financial adviser, lawyers, auditors and valuers.