Securities Industry Council

The Securities Industry Council (SIC) administers the Singapore Code on Take-overs and Mergers (Take-over Code). Find out about the SIC, and access newsletters and press releases on takeovers and mergers.

About the Securities Industry Council

Take-overs and mergers in Singapore are subject to non-statutory rules in the Singapore Code on Take-overs and Mergers (Take-over Code), which is administered by the Securities Industry Council (SIC).

History

SIC was formed in 1973, with legal backing of the Securities Industry Act, and grandfathered under Section 138 of the Securities and Futures Act (SFA).

SIC's main function now is to administer and enforce the Take-over Code. It has powers under the law to investigate any dealing in securities that is connected with a take-over or merger transaction. SIC also reviews take-over rules and practices periodically, and recommends changes for promulgation by MAS. In addition, SIC issues guidance notes on the application of specific principles or rules.

SIC Members

SIC members are appointed by the Minister in charge of the SFA. Most SIC members are from the private sector, including industry representatives, financial sector professionals and legal experts.

List of current SIC members
  • Mr Koh Boon Hwee (Chairman) – Chairman, Altara Ventures Pte. Ltd.
  • Mr Karam Butalia – Executive Chairman, KV Asia Capital
  • Mr Rahul Goswamy – Founding Partner, Gateway Partners
  • Mr Norman Ip – Director, The Great Eastern Life Assurance Company Limited
  • Mr Eugene Lai – Director, Paragon REIT Management Pte. Ltd.
  • Mr Lee Boon Ngiap – Director, The Great Eastern Life Assurance Company Limited
  • Mr Olivier Lim – Chairman, Certis CISCO Security Pte Ltd
  • Mr Lim Tuang Lee – Assistant Managing Director, Capital Markets Group, Monetary Authority of Singapore
  • Mrs Trina Loh – Director, Temasek Foundation Ecosperity
  • Mr Stephen Revell – Director, Singapore International Chamber of Commerce
  • Mr Bob Tan – Chairman, Jurong Engineering Limited
  • Prof Hans Tjio – Law Faculty, National University of Singapore
  • Ms Jeanette Wong – Director, UBS Group
  • Mrs Tracey Woon – Director, United Overseas Bank Limited
  • Mr Kee Rui Xiong (Alternate to Mr Lim Tuang Lee) – Executive Director, Corporate Finance & Consumer Department, Monetary Authority of Singapore

Administration of the Take-over Code

The Take-over Code seeks to ensure that take-overs and mergers are conducted in accordance with good business practice for the fair and equal treatment of all shareholders. SIC does not concern itself with the commercial merits of take-overs and mergers.

SIC is supported by a Secretariat staffed by MAS officers. The Secretariat handles applications for SIC's rulings on a day-to-day basis, and provides confidential consultation on points of interpretation of the Take-over Code. Contact details are as follows:-

The Secretary
Securities Industry Council
25th Storey, MAS Building
10 Shenton Way
Singapore 079117
Tel: (65) 62299222
Fax: (65) 62251350
Email: sic@mas.gov.sg

Download: The Singapore Code on Take-overs and Mergers (1.38 MB) 

Practice Statements

Date Issued Remarks Subject
7 Oct 2022 (197.4 KB) As issued Practice Statement on the Waiver of the Application of the Singapore Code on Take-Overs and Mergers to Unlisted Public Companies
1 Feb 2018 (141.9 KB) As issued
Practice Statement on the Exemption of Connected Fund Managers and Principal Traders under the Singapore Code on Take-Overs and Mergers
16 Sep 2016 (185 KB) As issued Practice Statement on Lodgement of Documents
16 Jul 2015 (113.9 KB) As issued Practice Statement on the Note on Rule 3 of The Singapore Code on Take-overs and Mergers
25 Jun 2014 (206 KB)  Last amended 13 Jul 2020
Practice Statement on the Opinion Issued by an Independent Financial Adviser in Relation to Offers, Whitewash Waivers and Disposal of Assets Under the Singapore Code On Take-Overs And Mergers (The “Code”)
19 Nov 2012 Withdrawn.  Please refer to the Practice Statement dated 16 Sep 2016 Practice Statement on Lodgement of Documents 
26 Apr 2012 (161.1 KB) As issued
Practice Statement on Share Buy-Back Guidance Note
13 Jan 2010 (22 KB) As issued
Practice Statement on Announcements Relating to Possible Offer
03 Oct 2008 Withdrawn. Please refer to Note on Definition of Offer in the Code
Practice Statement on Trust Schemes in respect of Mergers and Privatisations
10 Dec 2007 (75 KB) As issued
Practice Statement on Treasury Shares
8 Jun 2007 Withdrawn. Please refer to Introduction and Definitions of the Code
Practice Statement on Real Estate Investment Trusts
29 May 2007 Withdrawn. Please refer to Appendix 3 of the Code
Practice Statement on Merger Procedures of the Competition Commission of Singapore
1 Apr 2007 Withdrawn. Please refer to the Practice Statement dated 16 Sep 2016
Practice Statement on Lodgement of Documents
26 Mar 2007 (10.4 KB) As issued Practice Statement on Offeror's Intentions regarding the Listing Status of the Offeree Company
03 Jan 2007 (9.57 KB) As issued Practice Statement on Acceptances
23 Jun 2006 (11.1 KB) As issued Practice Statement on Two-Tier Offers
12 Apr 2006 (198.8 KB) Last amended 16 Jul 2019
Practice Statement on Offers Made Under Rule 1309 of the SGX-ST Listing Manual 
21 Dec 2004 (17.1 KB) As issued Practice Statement on Directors Making Recommendations on an Offer
07 Aug 2002 (8.37 KB) As issued Public Statement on Requirement for Independent Advice on Take-over Offers (Appendix (6.29 KB))
21 Nov 2000 Withdrawn. Please refer to Rule 16 of the Code
SIC Issues Guidelines on Partial Offers (Attachment) 

Take-overs Bulletin

A periodic newsletter by the Secretariat of the SIC for participants in take-overs and mergers.

Latest issue Highlights
Issue 8 (16 Jun 2020) (740.1 KB)            
  • Welcome Message
  • Breach of Rule 17.1 of the Code
  • Calculating the 1% creeper
  • H2 2019 Statistics on M&A activity                                                                                                                                        
Past Issues

Issue No. (publication date)

Highlights

Issue 7 (27 Sep 2019) (538.5 KB)
  • Welcome Message
  • Fair and equal treatment in election of alternative considerations                                                                             
  • H1 2019 Statistics on M&A activity
Issue 6 (1 Feb 2019) (563.8 KB)  
  • Welcome Message
  • Reminder to financial advisers to consult the SIC if they have or had dealings with the offeror or offeree company
  • Reminder that IFA opinions must be clear and unequivocal
  • Disclosure obligations by an EFM or EPT
  • Lodgement of documents on MAS OPERA
  • H2 2018 Statistics on M&A activity

Issue 5 (28 Aug 2018) (559.1 KB)

  • Welcome Message
  • Exemption of Connected Fund Managers and Principal Traders under the Code
  • Reminder that an offer should not be announced with incomplete or unclear terms
  • Advertisements and reminder letters
  • H1 2018 Statistics on M&A activity

Issue 4 (29 Jan 2018) (79.3 KB)

  • Happy New Year
  • Partial offers for more than 50%
  • Retirement from, appointments and reappointments to the SIC
  • H2 2017 Statistics on M&A activity

Issue 3 (31 Jul 2017) (324.7 KB) 

  • Welcome Message
  • Amendments to the IFA Practice Statement
  • Information provided to a competing offeror
  • Significant change in the balance between the shareholdings in a concert party group
  • H1 2017 Statistics on M&A activity

Issue 2 (3 Feb 2017) (431.5 KB)

  • Happy New Year
  • The offer for OSIM International Ltd
  • Opinion by IFA                
  • Pre-conditional offer announcements
  • H2 2016 Statistics on M&A activity

Issue 1 (8 Jul 2016) (429.9 KB)

  • Welcome Message
  • MAS amends the Code
  • Disclosure of acceptances under Rule 12 of the Code
  • Whether the Code applies to certain corporate restructurings
  • Some pointers for applications to the SIC Secretariat
  • H1 2016 Statistics on M&A activity

Unlisted Public Companies Not Subject to the Take-over Code

The unlisted public companies which have been granted a waiver of the application of the Take-over Code are:-

Company Name Company Registration No. Date of Grant of Waiver
Kacific Broadband Satellites Ltd. 201317505N 24 Apr 2023 

For further information, please refer to the Practice Statement on the Waiver of the Application of the Take-over Code to Unlisted Public Companies (197.4 KB), which was issued on 7 Oct 2022.

Press Releases

29 Jun 2021 (106.1 KB) Public Statement on the Further Extension of the Temporary Measure to Allow for Electronic Despatch of Take-over Documents
29 Sep 2020 (62.4 KB) Public Statement on the Extension of the Temporary Measures to Allow for Electronic Despatch of Take-over Documents
6 May 2020 (257 KB)  Public Statement on Despatch of Take-over Documents 
29 Jul 2019 (366.5 KB)  Public Statement on Delong Holdings Limited 
24 Jan 2019 MAS Amends the Singapore Code on Take-overs and Mergers to clarify its application to dual class share companies
11 Oct 2018 (309 KB) Public Statement on Delong Holdings Limited

19 Jul 2018

Securities Industry Council consults on amendments to Singapore Code on Take-Overs and Mergers to clarify its application to companies with dual class share structure

Press Release Archive

2012 to 2016
24 Nov 2016 (231.1 KB) Public Statement on OSIM International Ltd

25 Feb 2016

MAS Amends the Singapore Code on Take-Overs and Mergers

6 Jul 2015

SIC Issues Consultation Paper on Amendments to the Singapore Code on Take-overs and Mergers

21 Jan 2013 (8.18 KB)

Public Statement on Competitive Situation in relation to Fraser and Neave, Limited

15 Jan 2013 (24.5 KB)

Public Statement on Competitive Situation in relation to Fraser and Neave, Limited

23 Mar 2012

MAS Amends the Singapore Code on Take-Overs and Mergers

2006 to 2011

10 Oct 2011

SIC Issues Consultation Paper on Amendments to the Singapore Code on Take-overs and Mergers

14 Jun 2011 (59.1 KB)

Public Statement on Portek International Limited

16 Jun 2010 (15.5 KB)

Public Statement on Parkway Holdings Limited

14 Oct 2008 (92.8 KB)

Public Statement on Jade Technologies Holdings Ltd
(Annex (299.1 KB))

28 May 2008 (50.8 KB)

Public Statement on Jade Technologies Holdings Ltd

8 Jun 2007 

SIC to Extend the Application of the Singapore Code on Take-Overs and Mergers to REITS

15 Mar 2007

MAS Amends the Singapore Code on Take-Overs and Mergers

25 Sep 2006 (8.07 KB)

Public Statement on Thakral Corporation Ltd

21 Jun 2006 (89.5 KB) 

SIC Issues Consultation Paper on Amendments to the Singapore Code on Take-overs and Mergers

(Annex 1 (9.41 KB))

(Annex 2 (367.3 KB))

1999 to 2004

19 Nov 2002 (10.2 KB)

Public Statement on Sanion Enterprises Limited

20 Dec 2001 (7.77 KB)

Guidance Note on Rule 14.1 of The Singapore Code on Take-overs and Mergers

06 Dec 2001 (13 KB)

MAS issues Revised Take-over Code

19 Oct 2001 (7.55 KB)

Take-over Offer for Overseas Union Bank by United Overseas Bank Ltd

19 Oct 2001 (8.76 KB)

Take-over Offer for Overseas Union Bank by DBS Group Holdings Ltd

12 Oct 2001 (8.61 KB)

Serial System Ltd ("Serial System OR The "Company")

02 Jul 2001 (9.09 KB)

Serial System Ltd ("Serial System OR The "Company")

31 May 2001 (12.8 KB)

Serial System Ltd ("Serial System OR The "Company")

23 May 2001 (35.1 KB)

Serial System Ltd ("Serial System OR The "Company")

09 May 2001 (7.94 KB)

SIC Issues Draft Revised Singapore Code on Take-overs and Mergers

10 Apr 2001 (12.9 KB)

Serial System Ltd ("Serial System OR The "Company")

08 Mar 2001 (9.65 KB)

Serial System Ltd ("Serial System OR The "Company")

01 Nov 1999 (48 KB)

Consultation Paper on Revision of the Singapore Code on Take-overs and Mergers

Consultation Papers and Responses

Topic

Consultation Paper Response
Application of the Code to companies with dual class share structure
19 Jul 2018 24 Jan 2019
Applicable procedures and timelines for competing offers, guidance on board conduct during an offer and other miscellaneous amendments
6 Jul 2015 25 Feb 2016

Sanctions and orders which SIC may impose, extension of the application of the Code to Real Estate Investment Trusts and Business Trusts and other amendments

10 Oct 2011 23 Mar 2012
Application of the Code to listed companies with a primary listing, break fees, imposing fees for lodgement of offer documents, extension of the validity period of a whitewash, dealing in options and derivatives and other amendments.

21 Jun 2006 (89.5 KB)

(Annex 1 (9.41 KB)) (Annex 2 (367.3 KB))

15 Mar 2007
Amendments to rationalise take-over provisions under the Code and the Companies Act as well as on other specific rules

01 Nov 1999 (48 KB)

09 May 2001 (7.94 KB)

06 Dec 2001 (13 KB)