It is a general principle of the Singapore Code on Take-overs and Mergers (the “Code”) that all parties to a take-over or merger transaction must take every effort to prevent the creation of a false market in the shares of the offeror or offeree. In this regard, parties must make full and prompt disclosure of all relevant information and refrain from making statements that may mislead the market.
Consistent with this general principle, an offeror whose acquisition of voting shares in the offeree company triggers an obligation to make a mandatory offer or cash offer, or to revise an offer (the “Relevant Obligation”), is required under Rule 3.6 of the Code to make an immediate announcement to provide details of the acquisition.
The offeror must make this announcement within 30 minutes of the Relevant Obligation arising. Alternatively, the offeror may request a trading halt of the offeree’s share within 30 minutes of the Relevant Obligation arising and make the announcement before the suspension is lifted.
On 16 July 2015, the Securities Industry Council (the “SIC”) issued a Practice Statement clarifying that:
- the purpose of the 30-minute grace period is to give an offeror and its advisers adequate time to deal with the administrative aspects of making an announcement or requesting a trading halt as mentioned above; and
- an offeror and its concert parties must not purchase any shares of the offeree during the 30-minute grace period.
To read the Practice Statement from the MAS website, please click here