SGX RegCo publishes new listing rules for the Global Listing Board as Parliament passes Securities and Futures (Amendment) Bill to facilitate dual listings

18 May 2026

On 30 April 2026, the Monetary Authority of Singapore (“MAS”) and Singapore Exchange Regulation (“SGX RegCo”) published their responses to feedback received on their respective consultation papers published on 9 January 2026 (respectively, “MAS Response” and “SGX Response”) on proposed amendments to the Securities and Futures Act 2001 (“SFA”) and a new set of listing rules relating to the establishment of the Global Listing Board (“GLB”) for the purpose of dual listings on Singapore Exchange (“SGX”) and Nasdaq (“Listing Rules”).

The GLB is an innovative listing bridge which will provide issuers a direct pathway to access capital across both SGX and Nasdaq with one prospectus and a harmonised set of listing rules. It will be supported by the Securities and Futures (Amendment) Bill (“Bill”), which introduces a new legislative framework to facilitate dual listing arrangements on SGX, as part of efforts to enhance the competitiveness of Singapore’s equities market and strengthen Singapore’s position as a leading financial centre. The Bill was passed in Parliament on 7 May 2026 and will come into force on a date to be appointed by notification in the Gazette.

SGX RegCo announced that it will proceed with the implementation of the Listing Rules. The Listing Rules harmonise listing timelines and submission processes with those of Nasdaq, set minimum fundraising and market capitalisation admission requirements, facilitate retail participation by requiring a minimum share allocation to be made available through retail brokers, and require material disclosures in the US to be released on SGXNet in a timely manner.

To read more about the consultation papers, please refer to our article titled “MAS and SGX RegCo consult on proposed establishment of Global Listing Board for dual listings on SGX and Nasdaq”.

Subject to the amendments to the SFA, as well as the issuance of the related regulations, the Listing Rules are expected to be effective in mid-2026.

Amendments to SFA and new subsidiary legislation

The following are highlights from the MAS Response.

New Part 13A of SFA for dual listings

MAS will proceed with the new Part 13A of the SFA, which will empower MAS to make regulations to facilitate a dual listing board set up by SGX and an overseas exchange through a streamlined regulatory framework.

MAS has refined the criteria that it would consider for such partnerships. In addition to IOSCO-comparable disclosure requirements, MAS will also consider whether the jurisdiction has securities laws that are consistent with the principles for enforcement, cooperation, and issuers under the IOSCO’s Objectives and Principles of Securities Regulation, and whether the dual listing arrangement is likely to enhance issuers’ access to a larger liquidity pool and a wider range of international investors.

Prospectus disclosure requirements

  • Single set of offer documents: MAS will proceed with proposals to streamline the prospectus and offer information statement (“OIS”) disclosure requirements by incorporating US disclosure requirements, and allowing certain documents to be incorporated by reference if allowed under US law.
  • General disclosure requirement: Following feedback, MAS will disapply the general disclosure requirement under section 243(1)(a) of the SFA for GLB issuers. This addresses the concern that the general disclosure requirement could impose additional Singapore-specific disclosure obligations beyond the existing US requirements.
  • Experts’ consent: MAS will retain the existing requirement for experts to provide written consent before their reports or statements can be featured in a prospectus or an OIS.
  • Replication of US disclosure requirements: The US disclosure requirements will be incorporated into Singapore law through referencing in the upcoming Securities and Futures (Part 13A) (Global Listing Board and U.S. Exchange) Regulations 2026 (“GLB Regulations”), and the prospectus liabilities under sections 253 and 254 of the SFA will apply.
  • Lodgment of documents incorporated by reference: MAS will dispense with the requirement for issuers to lodge documents that are incorporated by reference, following feedback that this could be burdensome in practice.

Prospectus registration and offering process

  • Process for lodgment and registration of prospectuses: MAS agrees with the feedback that the filing of the registration statement in the US before the lodgment of the preliminary prospectus in Singapore should not be regarded as a breach of the advertising restrictions in section 251 of the SFA and, to this end, intends to issue a class exemption to allow an advertisement or publication that consists solely of a disclosure, notice, or report required under the laws of an overseas jurisdiction. MAS is also prepared to disapply the requirement in section 241(7) of the SFA, which requires an offer to be kept open for at least 14 days after the lodgment of a supplementary document or replacement document, to facilitate alignment of the Singapore and US timelines for GLB offers.
  • Investor engagement practices: Following feedback, MAS intends to make provisions under the GLB Regulations that will allow, in relation to a GLB offer, the conduct of testing-the-waters engagements and the use of free writing prospectuses in Singapore, provided these are allowed under the relevant US laws and rules. MAS further intends to allow pre-deal investor education to be conducted with institutional and accredited investors in relation to a GLB offer.
  • Due diligence for GLB listings: MAS will amend Notice SFA 04-N21 on Business Conduct Requirements for Corporate Finance Advisers (“CF Notice”) to allow issue managers to adopt alternative due diligence steps in place of those set out under paragraph 23 of the CF Notice, if they assess that these alternative steps are appropriate to address material issues and risks associated with the GLB listing.

Permitting certain trading activities to be conducted in line with US practices

MAS will provide safe harbours for forward-looking statements, share repurchases, and pre-determined trading plans as defences to liability under specified provisions under Part 12 of the SFA.

In relation to price stabilisation actions, MAS is prepared to consider and grant applications for an exemption from sections 197, 198, 218(2), and 219(2) of the SFA, so that stabilisation actions on the GLB can be performed in a manner broadly consistent with Rule 104 of Regulation M under the US Exchange Act (17 CFR §242.104). Stabilising managers and other relevant persons who wish to obtain an exemption should make an application to MAS under section 337(3) of the SFA.

Key amendments applicable to offers in general

Besides amendments to facilitate dual listings, MAS also sought views on amendments to the SFA that will be applicable to all offers, including offers by issuers seeking a listing on the SGX Mainboard or the Global Listing Board. MAS will proceed with the proposals to permit earlier engagement with retail investors using the preliminary prospectus lodged with MAS and to clarify the treatment of sponsored depositary receipts.

New Listing Rules

The following are highlights from the SGX Response.

Admission requirements

  • Qualitative standards: SGX RegCo will proceed with the proposed minimum market capitalisation requirement of S$2 billion at the point of admission of the issuer to the GLB. The other quantitative standards (i.e. the revenue, income, and assets with equity requirements) are aligned to initial listing standards of the Nasdaq Global Select Market, with appropriate calibrations to consider the minimum market capitalisation requirement.
  • Fundraising requirements: Following feedback, SGX RegCo will require issuers to raise funds in Singapore of at least 15% of the global initial public offering value or S$75 million, whichever is higher, unless otherwise determined by SGX. For this purpose, fundraising in Singapore refers to offerings of securities for subscription or sale where the securities allocated from the offering or sale are settled through and deposited with The Central Depository (Pte) Limited (“Singapore Tranche”).
  • Retail brokerage allocation: SGX RegCo will proceed with the proposed requirement for a minimum allocation to be reserved and made available through retail brokers (“Retail Broker Tranche”). This requirement will apply only to the Singapore Tranche. The minimum amount of securities that must be reserved and made available for allocation to retail brokers will be 5% in value of the Singapore Tranche or S$50 million, whichever is lower, consistent with the thresholds under the existing Mainboard framework. Issuers may reallocate any shortfall in demand from the Retail Broker Tranche to other investors in the Singapore Tranche.
  • Role of issuer manager: SGX RegCo will proceed to require GLB issuers to appoint an accredited issue manager to manage the issuer’s application and prepare the issuer for listing on the GLB.
  • Listing admission subject to discretion of SGX RegCo: SGX will retain discretion over the admission and continued listing of securities on the GLB. Absent exceptional regulatory or public interest concerns, issuers approved for listing on the Nasdaq Global Select Market will generally be regarded as suitable for admission to the GLB.
  • Effective local interface: Issuers will be required to have arrangements in place to ensure a timely and effective interface with SGX. An issuer must appoint two authorised representatives to act as the principal communication channel with SGX, and must have sufficient connection to Singapore to ensure sufficient and effective local representation.

Ongoing requirements

  • Ongoing disclosures: SGX RegCo will proceed to require GLB issuers to announce on SGXNET any EDGAR filings with the US Securities and Exchange Commission, including filings made by third parties, and other material US disclosures required under US securities laws and regulations, as well as the Nasdaq listing rules.
  • Delisting: SGX RegCo will retain the discretion to review voluntary delisting applications on a case-by-case basis and may impose additional conditions or requirements where appropriate, having regard to the interests of investors and the integrity and orderly functioning of the market. SGX may exercise its administrative powers to delist issuers on two distinct bases: (i) public interest and market integrity considerations; and (ii) specific delisting triggers in the Listing Rules. In cases of directed delisting by Nasdaq, SGX RegCo will generally align with Nasdaq’s processes, including applicable notice periods, where relevant and practicable. 

Reference materials

The Securities and Futures (Amendment) Bill is available on the Parliament website www.parliament.gov.sg.

The following materials are available on the MAS website www.mas.gov.sg:

The following materials are available on the SGX website www.sgxgroup.com: