Media Releases
Published Date: 01 November 1999

Securities Industry Council Issues Consultation Paper on Revision of the Singapore Code on Take-Overs and Mergers

01 November 1999... The Securities Industry Council ("SIC" or the "Council") today issued a consultation paper on proposed revisions to the Singapore Code on Take-overs and Mergers (the "Singapore Code") to keep pace with market innovations and international practices. SIC invites the public to give their views and comments on the consultation paper. A copy of the consultation paper is available on the MAS website.

The consultation paper is the result of Council's extensive discussions with merchant bankers and lawyers active in the field of mergers and acquisitions. Key proposals in the paper include the following:-

  • to review whether the percentage shareholding at which a person is required to make a take-over offer for a public company should be raised from 25% now to a higher level;
  • if the shareholding triggering a mandatory offer is raised above 25%, to consider whether a person who holds shares between the new trigger point and 50% in a public company is required to make a take-over offer for the company if he increases his shareholding by more than 1% in any 6-month period (instead of 3% in any 12-month period presently);
  • to require a mandatory offer to be made at the highest price which the offeror and its concert parties have paid for shares in the offeree company in the 6 months prior to the offer (it is 12 months now);
  • to require the offer document to be posted within 21 days (28 now) of the offer announcement, and the offer to be kept open for at least 28 days (21 now). This would give shareholders of the offeree company more time to consider the recommendation and advice in the offeree circular before deciding whether to accept or reject the offer; and
  • to allow pro-rata offer for less than 100% of a company's issued capital (i.e. partial offers) conditional on more than 50% acceptances subject to safeguards.

Written comments can be submitted either by post or electronic mail to Council by Friday, 7 Jan 2000.