MAS Amends the Singapore Code on Take-Overs and Mergers
Singapore, 25 Feb 2016… The Monetary Authority of Singapore (MAS), on the advice of the Securities Industry Council (the Council), has issued a revised Code on Take-overs and Mergers (Code) pursuant to section 139(6) of the Securities and Futures Act.
2 The revised Code incorporates feedback received from the public consultation conducted by the Council in July 2015 (link). The Council's response to the public consultation can be downloaded below.
3 The key changes to the Code are as follows:-
(a) Providing certainty in cases of competing offers. To provide greater certainty on the applicable procedures and timelines where there are competing offers, amendments have been made to:
- clarify that the offer timetables will be aligned to that of the latest offer; and
- prescribe a default auction procedure, if neither offeror has declared its final offer price in the later stages of the offer period.
To increase the prospects of a competing offer that will benefit offeree company shareholders, the deadline for a potential competing offeror to announce a competing offer, has also been extended.
(b) Encouraging pro-active offeree boards. To encourage offeree company boards to take a more active role in safeguarding shareholders’ interest, amendments have been made to clarify that:
- soliciting a competing offer or running a sale process does not amount to frustration of the existing offer; and
- an offeree board may consider sharing available management projections and forecasts with the independent financial adviser.
(c) More timely disclosure. To ensure that shareholders and investors are apprised of material information on a timely basis, the Code will now require earlier disclosure of any material change to information previously published in an offer.
(d) Codifying and streamlining existing practices. The Code has been amended to:
- clarify the standards that are required of pre-conditions in a pre-conditional voluntary offer;
- allow the offeree company to post the offer document at an earlier date in a pre-conditional offer; and
- clarify how the offer value for a different class of shares (e.g. preference shares) should be calculated.
4 The amendments take effect on 25 Mar 2016. Where parties have doubts as to the consequences of any of the rule changes, particularly the impact on any transaction which is in existence or contemplation, they may consult the Council prior to 25 Mar 2016 to obtain a ruling or guidance.
SIC's response to the public consultation can be downloaded in PDF format. Click on the following hyperlinks to download the files:
Consultation Conclusions on Revisions of the Singapore Code on Take-overs and Mergers
- Annex 1
- Annex 2
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