Ms. Sarah Lim                                                  Mr. Gerald Cheong
Legal Associate (Corporate Practice)            Director, Corporate Finance Department
T: (65) 6322 2254                                            T: (65) 6322 2221
F: (65) 6534 0833                                            F: (65) 6534 0833
E: sarahlim@loopartners.com.sg                 E: geraldcheong@loopartners.com.sg

Loo & Partners LLP
143 Cecil Street, Level Ten, GB Building
Singapore 069542
www.loopartners.com.sg

On 6 July 2015, the Securities Industry Council (“SIC”) issued a consultation paper on proposed changes to the Singapore Code on Take-overs and Mergers (the “Code”).

The Code was introduced in 1974 and is currently being reviewed to take into account market developments and international practices that have occurred since its last revision in 2012.

A summary of some key proposed changes to the Code is set out below.

(i) Offerors to be bound by timetable in a competitive offer situation

For clarity purposes, it is proposed that the Code be revised to state that in a competitive offer situation, all offerors will be bound by the timetable established by the despatch of the last competing offer document.

(ii) Adoption of a default auction procedure

It is proposed that a default auction procedure be adopted, codified, and made applicable in the absence of alternative procedures if a competitive situation continues to exist in the later stages of the offer period.

(iii) Clarification by potential competing offerors of their intention

It is proposed that guidance be added to the Code as to when a potential competing offeror has to clarify its intention and how i.e. by either announcing a firm intention to make an offer or making a no intention to bid statement.

(iv) Clarifications regarding the conduct of the board of the offeree company

It is proposed that the conduct of the board of the offeree company be clarified such that soliciting a competing offer or running a sale process will not amount to frustration of the initial offer, and that an offeree board may consider sharing available management projections and forecasts with the independent financial adviser.

(v) Adoption of a 7-business day settlement period

It is proposed that the current settlement period of “10-calendar day” be replaced with “7-business day”.

(vi) Prompt disclosure

It is proposed that Rule 8.1 of the Code be amended to require prompt disclosure of any material changes to information previously published in connection with an offer, and any material new information which would have been required to be disclosed during an offer period.

Practitioners should continue to keep abreast of impending changes to the Code.