Singapore Takeover Code summerisation.pdf

Singapore Takeover Guide Contacts Andrew M. Lim and Zahedah Abdul Rashid Allen & Gledhill LLP, Singapore @ @ Contents Page INTRODUCTION 1 LEGAL AND REGULATORY FRAMEWORK 1 METHODS OF TAKE-OVER 5 CASH PURCHASE AND/OR SHARE SWAP 5 REVERSE TAKE-OVERS 5 SCHEMES AND AMALGAMATIONS 6 DUE DILIGENCE 8 ANNOUNCEMENT OF OFFER 9 ACTING IN CONCERT 11 TYPES OF TAKE-OVER OFFERS 12 BIDS 15 BREAK FEES 16 OFFER TIMETABLE 16 DOCUMENTATION 17 DUTIES OF DIRECTORS AND CONTROLLING SHAREHOLDERS 19 SUSPENSION OF TRADING PULSORY ACQUISITION 20 INSIDER DEALING 21 TAX ISSUES 21 LABOUR AND EMPLOYEE BENEFITS 22 OVERSEAS SHAREHOLDERS 22 EMERGING ISSUES AND DEVELOPMENTS 22 1255037_1_takeovers guide - singapore page | 1 INTRODUCTION The Singapore legal system is based on mon l aw system, where case precedents and statutory provisions exist side by side. Singa pore obtained its independence in 1965 and panies Act was passed in 1967. p anies Act of 1967 was based on the Malaysian model, which in turn was based on the Australian model at that time, which was itself derived from the panies Act of t he United Kingdom. Over the years, panies Act, Chapter 50 of Singapore (the “Co mpanies Act”), has evolved uniquely from its predecessors. The take-over and corporate fund-raising provisions of panies Act have been transposed to the Secur ities and Futures Act, Chapter 289 of Singapore (the “SFA”), which came into effect fu lly on 1 October 2002. panies Act continues to contain general corp orate legislation including provisions relating to the incorporation, managemen t, administration and winding-up of companies. Two basic types panies are provid ed for under panies Act, namely, the pany and the pany. pany is a pany where its memorandum or articles of association con tains a restriction on the right to transfer shares and a limitation on the number of m embers to not more than 50. A public company is pany that is not a pany. pa