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Regulation 56 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Resultant entities formed upon completion of a SPAC business combination must immediately disclose transaction details to recognised stock exchanges, meet listing eligibility criteria within 180 days to continue listing, and comply with listing obligations and continuous disclosure requirements. Sponsors, controlling shareholders, directors and key managerial personnel are subject to a one-year lock-up on their shareholdings from the closing date of the business combination.
Regulation 55 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Continuous disclosure requirements applicable to listed entities under Chapter XII extend mutatis mutandis to listed special purpose acquisition companies. A SPAC must comply with the listed-entity disclosure framework, subject to modifications necessary for its structure and listing status.
Regulation 54 of the International Financial Services Centres Authority (Listing) Regulations, 2024
SPACs must keep IPO proceeds in an interest-bearing escrow account controlled by an independent custodian until completion of the business combination. Shareholders' approval and a detailed prospectus are required for the proposed combination, with prior approval from a majority of non-sponsor shareholders. Non-sponsor shareholders voting against the combination have redemption rights over their pro rata share of escrowed funds, net of taxes. Failure to complete the combination within the disclosed period results in liquidation of the escrow account and delisting of specified securities.
Regulation 53 of the International Financial Services Centres Authority (Listing) Regulations, 2024
SPAC initial public offers attract, mutatis mutandis, the Initial Public Offer requirements under Part A of Chapter III regarding listing, post-issue reporting, lead manager responsibilities, and prohibition on payment of incentives. Corresponding IPO compliance obligations apply to such offerings, extending the listing, reporting, lead-manager and incentive-payment restrictions of the general IPO framework to the SPAC listing regime.
Regulation 52 of the International Financial Services Centres Authority (Listing) Regulations, 2024
SPAC initial public offerings require a minimum application size of USD one hundred thousand. Investor allotments may follow a proportionate or discretionary basis if disclosed in the offer document. Issuers and lead managers must complete specified securities allotment and all payments and refunds for participating investors within five working days from the closing date of the issue, in accordance with the disclosed allocation basis.
Regulation 51 of the International Financial Services Centres Authority (Listing) Regulations, 2024
A public issue of specified securities may be underwritten where underwriting arrangements are adequately disclosed in the offer document. At least fifty per cent of the underwriting commission must be deferred until successful completion of the business combination and deposited in an escrow account. On liquidation, the underwriter has no entitlement to the deferred commission held in escrow.
Regulation 50 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Initial public offers by Special Purpose Acquisition Companies must remain open for at least one working day and no more than ten working days.
Regulation 49 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Issues involving the listing of special purpose acquisition companies must use a fixed price mechanism. The issuer must determine the issue price in consultation with the lead manager or lead managers. Issuer-led price determination therefore requires lead-manager consultation as a mandatory element of fixing the price for the relevant listing issue.
Regulation 48 of the International Financial Services Centres Authority (Listing) Regulations, 2024
SPAC listing issue-size requirements prescribe a minimum public issue size of USD fifty million, subject to any different amount specified by the Authority. Sponsor shareholding must constitute at least fifteen per cent and no more than twenty per cent of post-issue paid-up capital. Before the IPO, sponsors must maintain aggregate subscription across all securities of USD ten million or at least two and a half per cent of issue size, whichever is lower, subject to an alternative threshold specified by the Authority.
Regulation 47 of the International Financial Services Centres Authority (Listing) Regulations, 2024
SPAC offer documents must contain true, correct and adequate material information for informed investment decisions. Issuers must disclose their materiality policy where applicable and provide material information arising after filing and before listing. Lead managers must conduct due diligence on the materiality, veracity and adequacy of disclosures. Required matters include risk factors, capital structure, redemption and liquidation rights, issue details, sponsor information, business-combination parameters, financial statements, related-party transactions, material litigation, pending approvals, major group entities and other material information.
Regulation 46 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Offer timing for Special Purpose Acquisition Company listings requires the issuer to make the offer within twelve months from the Authority's issuance of observations. If the offer is not made within that period, a fresh draft offer document must be filed.
Regulation 45 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Special Purpose Acquisition Company initial public offerings are subject mutatis mutandis to Initial Public Offer procedures concerning lead manager appointment, in-principle approval from recognised stock exchanges, and filing of the offer document. These requirements apply under Part A of Chapter III to the SPAC IPO process.
Regulation 44 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Special purpose acquisition companies may undertake an initial public offering of specified securities only where no target business combination has been identified, compliant redemption and liquidation arrangements exist, and the sponsor's relevant track record is disclosed. Sponsor includes persons sponsoring the SPAC's formation and persons holding specified securities before the offering. Listing is unavailable if the issuer or any sponsor is debarred from the capital market, is a wilful defaulter, or is a fugitive economic offender.
Regulation 43 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Qualified institutions placements may be permitted for a public Indian company whose equity shares are listed on a stock exchange in India. Permission to undertake the placement depends on compliance with the manner specified by the International Financial Services Centres Authority from time to time. This eligibility confines placements to listed public Indian companies and subjects their process to prescribed requirements.
Regulation 42 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Specified securities already listed outside the IFSC may be listed on a recognised IFSC stock exchange through a public offer. Initial public offering requirements apply to that listing, including rules on lead managers, approvals, offer documents and disclosures, pricing, subscription, underwriting, allotment, listing, reporting, price stabilisation, lock-up and incentives. Initial disclosures may refer to a recent prospectus or prior disclosures made to a stock exchange or regulatory body. Public Indian companies dual-listed in the IFSC and India must meet additional Authority-specified requirements.
Regulation 41 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Secondary listing without a public offer is available where an issuer's specified securities are already listed outside the IFSC. The issuer may list those securities on one or more recognised stock exchanges in the IFSC by filing a listing application in the prescribed manner, complying with applicable exchange listing requirements, and satisfying any further conditions specified by the Authority.
Regulation 40 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Listing of specified securities without a public offer is permitted where an issuer lists them on a recognised stock exchange in the manner specified by the Authority. This alternative listing route dispenses with a public offer while requiring compliance with the prescribed manner for such listing.
Regulation 39 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Follow-on public offer issue processes apply, with necessary modifications, the initial public offer requirements concerning offer timing and pricing, offer period, minimum subscription, anchor investors, underwriting, monitoring agency arrangements, allotment, listing, post-issue reporting, lead manager responsibilities, and prohibition of incentive payments.
Regulation 38 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Regulation 38 requires a follow-on public offer's offer document to contain true, correct and adequate material disclosures enabling informed investment decisions. Where applicable, the issuer must state its materiality policy and disclose all material information arising after filing and before listing. Lead manager(s) must undertake due diligence regarding the issue and the materiality, truthfulness and adequacy of disclosures. The issuer remains responsible at all times for correct, adequate and relevant disclosures.
Regulation 37 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Issuers unable to satisfy fast-track conditions for a follow-on public offer may use the non-fast-track process. They must file a draft offer document in the same manner applicable to initial public offers under Part A of the Chapter.