SINGAPORE Law and Practice Contributed by: Benjamin Gaw and Joel Tan, Drew & Napier LLC
5.5 Definitive Agreements The terms and conditions of any public takeover will be contained in the bidder’s offer announcement and offer document or in the target company’s scheme document (where a scheme of arrangement or amal - gamation is used). Under the Takeover Code, the offer document must set out clearly: • the price or other consideration to be paid for the securities; • all conditions attached to acceptances, in particu - lar whether the offer is conditional upon accept - ances being received in respect of a minimum number and the last day on which the offer can become unconditional as to acceptances; and • a statement whether or not the bidder intends to avail itself of powers of compulsory acquisition. 6. Structuring 6.1 Length of Process for Acquisition/Sale Assuming there is no competing offer, the acquisition of a public company would typically take around six months from the public announcement of the offer by the bidder to the completion of the acquisition of the target company’s shares under the Takeover Code. For share acquisitions of a private company, the trans - action process may take around three to six months to complete, although the time required would, ulti - mately, depend on a multitude of factors, such as whether there are any competing proposals, the size of the target company, the transaction structure, the complexity of the transaction and the extent of due diligence conducted on the target company. For the acquisition of assets, the transaction process could be longer, owing to the need for additional third-party consents to be obtained for the assets transfer. In relation to schemes of arrangements, to improve the certainty and timeliness of such schemes, the Pro - posed Amendments propose requiring that the meet - ing to approve the scheme be held within six months of the announcement of the scheme.
6.2 Mandatory Offer Threshold The mandatory offer thresholds under the Takeover Code apply to public companies, and these are trig - gered when: • the bidder acquires shares, and this results in the bidder and its concert parties owning 30% or more of the target company’s voting rights; or • where the bidder who, together with its concert parties, holds between 30% and 50% of the target company’s voting rights, acquires more than 1% of the target company’s voting rights in any six-month period. Parties may request that SIC waives this requirement when the acquisition of voting rights arises as a result of the issue of new securities as consideration for an acquisition or a cash injection or in fulfilment of obli - gations under an agreement to underwrite the issue of new securities. Very broadly, a grant of waiver will be subject to a whitewash resolution; ie the approval of a majority of holders of voting rights of the offeree company at a general meeting, before the issue of new securities to the offeror, of a resolution by way of a poll to waive their rights to receive a general offer from the offeror and parties acting in concert with the offeror. In relation to the relatively new rule allowing dual- class share structures, under the Takeover Code, when there is a conversion of multiple voting shares to ordinary voting shares (“Conversion”) or a reduc - tion in the voting rights attached to each multiple vot - ing share (“Reduction”), any resulting increase in the percentage of voting rights held by a shareholder and persons acting in concert with them will be treated as an acquisition and the shareholder or group of share - holders acting in concert could become obliged to make an offer. However, SIC will not normally require an offer if the shareholder: • is independent of the Conversion or the Reduction; • has not acquired any additional voting rights in the company from the date they become aware that the Conversion or the Reduction is imminent; and • has not exercised their voting rights in excess of the Conversion or the Reduction.
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