The Monetary Authority of Singapore (“MAS”) has, on the advice of the Securities Industry Council (“SIC”), revised the Singapore Code on Take-Overs and Mergers (the “Code”). This follows a public consultation conducted by the SIC in July 2015. 

The key changes are as follows: 

1. Competing Offers

To improve clarity on the applicable procedures and timelines where there are competing offers, the Code will be amended to clarify that all offerors will be bound by the timetable established in the latest competing offer document. 

A default auction procedure will also be prescribed to address the situation where neither of the offerors has declared its final offer price in the later stages of the offer period. This is intended to mitigate the risk of a disorderly resolution of the competitive situation. 

To increase the prospects of another party coming up with a competing offer (which would be beneficial to the offeree shareholders), the deadline for a potential competing offeror to announce a competing offer, will be extended. 

2. Encouraging Pro-activity of the part of the Board of the Offeree Company

To encourage the directors of the offeree company to take a more active role in safeguarding the interests of shareholders, the Code will be amended to clarify that: 

  1. Soliciting a competing offer or running a sale process does not amount to frustration of the existing offer; and
  2. The directors of the offeree company may consider sharing available management projections and forecasts with the independent financial adviser. 

3. More Timely Disclosure of Information 

The Code will be revised to require prompt disclosure of material change to information previously published in an offer. 

4. Codifying and Streamlining Existing Practices

Various other improvements will also be made to the Code, including: 

  1. Clarifying the standards that are required for pre-conditions in a pre-conditional voluntary offer;
  2. Allowing the offeree company to post the offer documents at an earlier date in a pre-conditional offer; and 
  3. Clarifying how the offer value for a different class of shares should be calculated. 

The revisions to the Code will take effect on 25 March 2016. 

Detailed information on the changes may be accessed from the MAS website at the following link: http://www.mas.gov.sg/News-and-Publications/Media-Releases/2016/MAS-Amends-the-Singapore-Code-on-TakeOvers-andMergers.aspx