In response to the increasing number of listed companies proposing to buy businesses or assets for a price based on or including profit guarantees, the Singapore Exchange Limited is considering amendments to its listing rules to provide additional guidance to company boards and their financial advisers.
The Monetary Authority of Singapore recently revised the Code of Takeovers and Mergers following a round of public consultation by the Securities Industry Council. The revised code applies to foreign entities (including business trusts) with a primary listing on the Singapore Stock Exchange and to Singapore-registered business trusts with over 50 unit holders and net tangible assets of at least S$5 million.
Recent amendments to the Singapore Exchange Listing Rules modify the regime governing reverse takeovers and other corporate activity. Meanwhile, the application of Rule 14 of the Singapore Takeover Code to the exercise of warrants or other convertibles presents an interesting scenario for further consideration.
A recent shipping deal is believed to be the largest transportation M&A transaction globally this year, and perhaps the biggest ever M&A transaction between Singaporean and Malaysian entities. Meanwhile, amendments to the Companies Act have relaxed the threshold for compulsory acquisition of outstanding shares.
The Company Legislation and Regulatory Framework Committee's proposal to introduce a more effective and efficient statutory process for effecting solvent mergers and amalgamations is timely. The government has accepted the proposal, but the amendments have not been included in the Companies Amendment Bill which is due to be enacted this year.
A recent amendment to the Stamp Duties Act imposes stamp duty on any disposal of shares carried out by cancelling existing shares and issuing new shares. Its potential impact on mergers is serious, as many recent mergers have proceeded by way of Section 210 schemes of arrangement incorporating a mechanism for the cancellation of existing shares and the reissue of new shares.
Including: Revision of the Takeover Code; Company Legislation and Regulatory Framework Committee Recommendations; Key Deals.
Including: Regulatory Regime; Partial Takeover Offers; Consolidation in the Financial Sector; Liberalization of the Legal Profession; Cross-border Mergers and Acquisitions; The Takeover Code.
Singapore's 'Big Four' banks (the Development Bank of Singapore Ltd, United Overseas Bank Limited, Oversea-Chinese Banking Corporation Limited and Overseas Union Bank Limited), which have dominated the domestic market for years, were recently involved in a rapid series of takeovers in the largest consolidation of the banking sector to date.
Changes to the Singapore Code of Takeovers and Mergers have set down specific conditions and implemented safeguards to the making of partial offers. The first partial offer under the new regime was successfully launched on May 24 2001.
Sweeping changes to the legal and regulatory securities regime are underway, aimed at enhancing Singapore's position as an international financial centre. A crucial element of this is a revised draft of the Singapore Code on Takeovers and Mergers, which was recently issued by the Securities Industry Council.
Including: Code on Takeovers and Mergers; Amendments to the Companies Act; Changes in Insider Trading Penalties
The Securities Industry Council will soon issue its final recommendations on revising Singapore's Code on Takeovers and Mergers, and these will likely include a proposal that the non-statutory regulatory regime be retained.
Beginning at the end of this year, Singapore’s two stock exchanges will be merged into one.