Section 5

Bank’s Role In A SGX IPO Process

How Banks Assist With A SGX IPO Process

Legal & Regulatory Marketing

Roles Financial Advisor / Issue Managers Joint Global Coordinators / Bookrunners / Underwriters

✓ Marketing including securing cornerstone /

✓ Pre-consult on deal breaking issues and obtain
anchor investors and demand assessment
the necessary waivers from the regulators
Critical Paths ✓ Providing investors education including
✓ Due diligence
research / PDIE
✓ Listing application
✓ Underwriting, distribution and settlement

Issue Managers generally take more responsibility and has a greater scope as compared to the other parties / banks

26
 Snapshot Of Professional Parties Involved During A SGX IPO

Issue Manager Bookrunner & Underwriter

▪ Assist in the pre-clearance with SGX, including the ▪ Underwriting for the Initial Public Offering
preparation of consultation letter and liaising with SGX
▪ Pre-Deal Investor Education
on their queries and feedback
Banks

▪ Coordinating and Preparing registration documents to

▪ Work with issuer’s counsel to make all necessary
regulators along with other parties
submissions for approval on the issuer’s behalf to SGX
▪ Create demand for company’s IPO
▪ Liaising with relevant authorities (SGX and MAS) on
compliance with regulatory requirements and queries on ▪ Weekly Coordination to ensure the IPO process going
the prospectus smoothly as possible

Auditor Legal Counsel Share Registrar

▪ Prepare and publish opinion of ▪ Legal document audit including ▪ Central Depository (CDP) will act
Other Key Professional Parties

financial statement audit company’s Articles of Association as the share registrar for all equity
securities acting as the stock
▪ Assist management with analysis ▪ Collecting Agreements, permits,
order and post IPO stock
and discussion and financial lawsuit and others to be reviewed
administrator
performance summary
▪ Prepare and publish legal opinion
▪ Prepare and publish comfort letter

Independent Appraiser / Valuer Industry Expert Tax Advisor

▪ Provide appraisal for company’s ▪ To provide industry analysis for all ▪ To confirm taxation section of the
asset (if needed) parties to be used as supporting offering circular (if needed)
data to marketing material

27
Banks’ Facilitation Of The Marketing Process

1 2 3 4 5
Management
Early Look / Cornerstone Pricing
Investor Education Roadshow /
Pilot Fishing Meeting Investor Process / Allocation
Bookbuilding

▪ Banks will arrange for ▪ Introduce potential ▪ Briefings and investor ▪ 1-on-1 investor ▪ Optimal price to
meetings with select cornerstone investors meetings by the meetings and group balance issuer and
investors who are to the management syndicate research luncheons investor
known to be the analysts objectives and ensure
thought-leaders in the ▪ Generate early ▪ Management directly robust aftermarket
demand momentum ▪ Educate sales team articulates the story to
sector and deals and institutional performance
target investors on a
▪ Serves as an ▪ Gain confidence on investors on the global roadshow ▪ Allocate to institutional
information sharing / transaction prior to attractiveness of the and retail investors
exchange session and formal public launch of equity story ▪ Generate demand
identify the potential investor education ▪ Obtain investor competition and pricing
common concerns feedback and identify tension
▪ Feedback on valuation potential concerns
▪ Refine key messages parameters
▪ Refine target
and address investors
institutional investor
concern based on
base
investor feedback
▪ Provide investors an
independent
assessment of the
transaction

Broad marketing to Convert indications of Maximize proceeds

Incorporate viewpoints
Generate early demand maximize exposure and interest into orders and and allocate to support
on marketability and
momentum gather valuation use price tension to aftermarket price
critical issues
feedback move up the price range performance

28
 Conducting Roadshow In The Region

Roadshow Objectives Marketing in key centres in Asia, Europe and Middle East

✓ Roadshow is the first opportunity for investors to assess the

quality of management and ask direct, detailed questions Europe
• London
✓ The roadshow timetable should be short enough to maximize • The
Netherlands
momentum and create a sense of urgency ~10 days
(coinciding with the bookbuilding period) is optimal.

✓ The institutional programme has three main components: Middle East

• UAE

► One-on-one meetings / conference calls

Asia/Australia
• Hong Kong
► Group presentations • Singapore
• Sydney
► Small group luncheons / meetings • Indonesia
• Other ASEAN countries

29