Changes to regulatory regime in new Bill pave way for SGX-Nasdaq dual listings

[SINGAPORE] Retail investors will have access to preliminary listing prospectuses if an amendment Bill proposed by the Monetary Authority of Singapore (MAS) is passed.

The Securities and Futures (Amendment) Bill 2026, read for the first time in Parliament on Tuesday (Apr 7), included some of the above proposed changes.

If passed, it will be a major step towards the proposed regulatory regime that will underpin the Global Listing Board (GLB) to be set up by Singapore Exchange Securities Trading (SGX) and the Nasdaq Stock Market (Nasdaq).

The GLB aims to attract initial public offering (IPO) candidates as well as companies already listed on the Nasdaq Global Select Market. Companies on it should have a market capitalisation of at least S$2 billion and an Asian nexus.

The Bill seeks to make amendments to two key areas: the power to prescribe dual-listing arrangements and regulation-making powers. These changes are designed to reduce regulatory hurdles that have historically made dual listings cumbersome, and to encourage more engagement with retail investors.

The Bill, which inserts a Part 13A into the Securities and Futures Act 2001, empowers MAS to make regulations to facilitate a dual-listing board. This means issuers will be able to use a single set of offer documents, aligning Singapore’s offering processes with that of the foreign jurisdiction.

The Bill also allows for market misconduct provisions that include certain “safe harbours” which are available in the foreign jurisdiction. MAS clarified that this does not provide a valid defence against fraud or dishonesty.

Empowering the retail investor

Under the current rules, only institutional and accredited investors have access to preliminary prospectuses. The Bill proposes allowing issuers to disseminate their preliminary prospectus when marketing an offer to retail investors, thus facilitating more engagement with investors before the final prospectus is registered.

Safeguards will be in place, however. For example, no official offer based on the preliminary prospectus can be made. The document must also clearly state that its content is subject to further changes, and that the issuer must make a reasonable effort to inform recipients when the prospectus is ready. These amendments aim to close the current gaps in Singapore’s IPO marketing framework.

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The Bill also clarifies the rules for sponsored depositary receipts. To increase transparency, the issuer of the underlying securities, rather than the depositary, will be required to register the prospectus, ensuring that investors can get disclosures directly from the issuer.

The amendments come at a time when Singapore is looking to revitalise its equity market and attract high-growth firms. The Bill is expected to be debated in the Parliament at a future sitting.