MAS Amends the Singapore Code on Take-Overs and Mergers
Singapore, 23 March 2012… The Monetary Authority of Singapore (MAS), on the advice of the Securities Industry Council (SIC), today 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 SIC in October 2011 and is consistent with international best practices. The SIC's response to the public consultation can be downloaded below.
3 The key changes to the Code are as follows:-
Codify existing practices
(a) clarify that the SIC may take further actions against a person who breaches the Code in addition to depriving him of his ability to enjoy the facilities of the securities market in flagrant cases;
(b) state that advisers who breach the Code may be required to abstain from Code-related work;
(c) set out the Rules which if breached would normally result in compensation being directed by the SIC;
(d) publicise the factors which the SIC would consider in determining whether to permit an offeree company shareholder (who is not part of management) to invest in the bid company to the exclusion of all other offeree company shareholders;
Keep pace with product innovation and market developments
(e)clarify the application of the Code to real estate investment trusts and business trusts;
(f) clarify when an option or derivative transaction is subject to Rule 14 on mandatory offers, and require persons who would cross the mandatory offer thresholds as a result of such transactions to consult the SIC beforehand;
(g) require disclosure of dealings in long options and derivatives over offeree company shares during the offer period by associates who hold 5% or more in the offeree company;
(h) require the offeror to disclose the number and percentage of his shareholdings which have been charged as security, borrowed or lent;
(i) lower the shareholding threshold for a shareholder to disclose dealings in the offeree company shares during the offer period from 10% to 5%;
Provide greater flexibility
(j) provide for a class exemption to shareholders of a company from the requirement to make a mandatory offer as a result of the company buying back its shares; and
(k) set out the circumstances where shareholders voting together on a board control-seeking resolution might be regarded as parties acting in concert. Clarity in this regard would facilitate greater shareholder engagement.
4 The amendments take effect on 9 April 2012. 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 SIC prior to 9 April 2012 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: