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 |
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| Issue 8 (16 Jun 2020) (740.1 KB) |
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Past Issues
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Issue No. (publication date) |
Highlights |
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| Issue 7 (27 Sep 2019) (538.5 KB) |
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| Issue 6 (1 Feb 2019) (563.8 KB) |
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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 |
| Osome Pte. Ltd. | 201712242C | 14 Jul 2023 |
| Pine Labs Limited | 201319166R | 6 Nov 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 |
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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 |
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25 Feb 2016 |
MAS Amends the Singapore Code on Take-Overs and Mergers |
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SIC Issues Consultation Paper on Amendments to the Singapore Code on Take-overs and Mergers |
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Public Statement on Competitive Situation in relation to Fraser and Neave, Limited |
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Public Statement on Competitive Situation in relation to Fraser and Neave, Limited |
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23 Mar 2012 |
MAS Amends the Singapore Code on Take-Overs and Mergers |
2006 to 2011
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SIC Issues Consultation Paper on Amendments to the Singapore Code on Take-overs and Mergers |
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Public Statement on Portek International Limited |
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Public Statement on Parkway Holdings Limited |
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Public Statement on Jade Technologies Holdings Ltd |
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Public Statement on Jade Technologies Holdings Ltd |
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SIC to Extend the Application of the Singapore Code on Take-Overs and Mergers to REITS |
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MAS Amends the Singapore Code on Take-Overs and Mergers |
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Public Statement on Thakral Corporation Ltd |
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SIC Issues Consultation Paper on Amendments to the Singapore Code on Take-overs and Mergers |
1999 to 2004
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Public Statement on Sanion Enterprises Limited |
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Guidance Note on Rule 14.1 of The Singapore Code on Take-overs and Mergers |
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MAS issues Revised Take-over Code |
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Take-over Offer for Overseas Union Bank by United Overseas Bank Ltd |
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Take-over Offer for Overseas Union Bank by DBS Group Holdings Ltd |
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Serial System Ltd ("Serial System OR The "Company") |
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Serial System Ltd ("Serial System OR The "Company") |
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Serial System Ltd ("Serial System OR The "Company") |
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Serial System Ltd ("Serial System OR The "Company") |
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SIC Issues Draft Revised Singapore Code on Take-overs and Mergers |
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Serial System Ltd ("Serial System OR The "Company") |
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Serial System Ltd ("Serial System OR The "Company") |
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Consultation Paper on Revision of the Singapore Code on Take-overs and Mergers |
Consultation Papers and Responses
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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 |
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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. |
15 Mar 2007 | |
| Amendments to rationalise take-over provisions under the Code and the Companies Act as well as on other specific rules |
06 Dec 2001 (13 KB) |