SINGAPORE Law and Practice Contributed by: Benjamin Gaw and Joel Tan, Drew & Napier LLC
There are no specific filing/reporting obligations for derivatives under competition laws in Singapore. 4.6 Transparency For public M&A transactions subject to the Takeover Code, an offer document, which should be despatched no later than 21 days after the offer announcement, should disclose the bidder’s plans relating to the tar - get company and its employees, including: • its intentions regarding the business of the target company; • its intentions regarding any major changes to be introduced in the business, including any redeploy - ment of the fixed assets of the target company; • the long-term commercial justification for the pro - posed offer; and • its intentions with regard to the continued employ - ment of the employees of the target company and of its subsidiaries. For public M&A transactions subject to the Takeover Code, an offer document, which should be despatched no later than 21 days after the offer announcement, should disclose the bidder’s plans relating to the tar - get company and its employees, including: • its intentions regarding the business of the target company; • its intentions regarding any major changes to be introduced in the business, including any redeploy - ment of the fixed assets of the target company; • the long-term commercial justification for the pro - posed offer; and • its intentions with regard to the continued employ - ment of the employees of the target company and of its subsidiaries. 5.2 Market Practice on Timing 5. Negotiation Phase 5.1 Requirement to Disclose a Deal As mentioned in 5.1 Requirement to Disclose a Deal , for public M&A transactions that are subject to the Takeover Code, the responsibility for making an announcement on the potential deal will normally rest
with the bidder or potential bidder, before the board of the target company is approached. In terms of timing, the bidder or potential bidder must make an announcement: • when the target company is the subject of rumour or speculation about a possible offer, or there is undue movement in its share price or a significant increase in the volume of share turnover, and there are reasonable grounds for concluding that it is the potential bidder’s actions which have directly contributed to the situation; or • immediately upon an acquisition of shares which triggers the mandatory offer thresholds under the Takeover Code. In particular, within 30 minutes of incurring an obligation to make a mandatory offer under the Takeover Code, the bidder must either make the announcement or request the securities exchange for a temporary halt in the trading of the target company’s shares and make an announce - ment before such a trading suspension is lifted. Where an approach has been made to the board of the target company, the board must make an announce - ment following the occurrence of any of the circum - stances as set out in 5.1 Requirement to Disclose a Deal . 5.3 Scope of Due Diligence There is no standard process on carrying out due dili - gence under Singapore laws, and the level of infor - mation and documents provided will depend on the nature of the transaction and the relevant parties. Public M&A Transactions In general, for public M&A transactions, the scope of the legal due diligence process is likely to be affected as follows: • under the SGX Mainboard Listing Rules, a target company listed on the SGX Mainboard is subject to continuing disclosure requirements and gener - ally should not selectively provide any person with material information that would place the person in a privileged dealing position;
1153 CHAMBERS.COM
Powered by FlippingBook