Securities Industry Council Consults on Amendments to the Singapore Code on Take-Overs and Mergers
Singapore, 6 July 2015 – The Securities Industry Council (the Council) today issued a consultation paper on proposed amendments to the Singapore Code on Take-overs and Mergers (the Code).
2 The proposals take into account market developments and evolving international practices since our last review in 2012, and discussions with practitioners active in the field of mergers and acquisitions. Key proposals in the paper include:-
(a) Competing offers. To provide greater certainty on the applicable procedures and timelines where there are competing offers, the Code will:
• clarify that the offer timetables will be aligned to that of the latest offer; and
• prescribe a default auction procedure to obtain a final offer price from each competing offeror, if neither 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, will also be extended.
(b) Guidance on board conduct during an offer. To encourage offeree company boards to be more proactive in safeguarding shareholders’ interest, the Code will 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) Timely disclosure. To ensure that shareholders and investors are apprised of material information on a timely basis, the Code will require more prompt disclosure of any material change to information previously published in an offer.
(d) Codifying and streamlining existing practices. The Code will:
• clarify the standards that are required of pre-conditions that may be specified in a pre-conditional voluntary offer;
• allow the offeree company to seek approval from the Council for the posting of the offer document at an earlier date in a pre-conditional offer; and
• clarify the calculation of the value of a comparable offer involving consideration payable for a different class of shares (e.g. preference shares).
3 Interested parties can submit written comments to the Council either by post or electronic mail by Thursday, 6 August 2015. Click on the following hyperlinks to download the consultation paper.