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How does Singapore plan to rewrite the rule book for SPACs in Asia?

Singapore unveiled its plans on Wednesday to allow special purpose acquisition companies (SPACS) to raise money in the city state as it seeks to be the go-to-market in Asia for one of the planet's hottest fundraising trends.

The so-called blank check companies have proven extremely popular in the United States. Still, they have not taken off in Asia following a series of high-profile collapses in Malaysia and South Korea, as well as lingering regulatory concerns about the structure of the investment vehicles.

However, the frantic pace of deal-making surrounding SPACs since early last year has bourses from Hong Kong to Indonesia racing to rewrite their rules.

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"The feedback [from market professionals] is that an Asian SPAC would be of interest to investors and sponsors because it would be in the same time zone as Asian targets," Tan Boon Gin, CEO of Singapore Exchange Regulation (SGX RegCo), said in a media briefing. SGX RegCo is a unit of the city's bourse operator.

Under the proposed rule changes, SPACs would be required to have a minimum market capitalisation of S$300 million (US$223 million) and would only be able to list on the Singapore Exchange's (SGX) mainboard.

SPACs would have longer to complete an acquisition: three years instead of up to two years for most US-listed vehicles. But, target companies must meet SGX listing rules, including hurdles in terms of profits, revenues and market capitalisation. These requirements could potentially restrict Singapore-listed blank-cheque companies' pursuit of unprofitable technology start-ups.

Singapore will consult market participants starting today and continuing through April 28. The financial hub is also looking to protect investors in SPACs by limiting sponsors' ability to force approval of a deal and require them to hold an interest in the SPAC for longer after a merger.

"Good corporate governance and appropriate safeguards will be fundamental to the success of SPACs here," said Adrian Chan, vice-chairman of the Singapore Institute of Directors. "Just as the quality of companies being acquired must be scrutinised, the quality of sponsors and directors on the boards of SPACs is key."

Following public feedback, Singapore regulators hope to have a framework for SPACs in place by the middle of this year.

In crafting the rules, Tan said regulators took into account investors' experience in other jurisdictions, particularly in the US.

"Ultimately, we want our SPACs to be credible listing vehicles that result in successful, value-creating business combinations for their shareholders," Tan said. "This will increase investor choice and add depth and diversity to our market."

In 2020, 244 US-listed SPACs raised a combined US$80 billion last year, according to data from Refinitiv. It was the largest amount ever raised in a single year by SPACs in the past two decades. In the first three months of this year, issuers have already surpassed last year's total, amassing a combined US$90.6 billion in the US and US$92.3 billion globally, according to Refinitiv.

Asian exchanges increasingly want to get in on the action.

Hong Kong already allows so-called Chapter 21 companies to raise money in the city, but those investment vehicles must maintain a diversified portfolio and are limited in how much they can invest in a single company. In contrast, SPACs can acquire a company and then the target firm can go public through a reverse merger within a set time frame.

This article originally appeared in the South China Morning Post (SCMP), the most authoritative voice reporting on China and Asia for more than a century. For more SCMP stories, please explore the SCMP app or visit the SCMP's Facebook and Twitter pages. Copyright © 2021 South China Morning Post Publishers Ltd. All rights reserved.

Copyright (c) 2021. South China Morning Post Publishers Ltd. All rights reserved.

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