SINGAPORE Law and Practice Contributed by: Benjamin Gaw and Joel Tan, Drew & Napier LLC
people; orit is aware of negotiations or discussions between a potential bidder and the shareholders holding 30% or more of the voting rights of the tar - get company or when the target company’s board is seeking potential bidders, and: (a) 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 signifi - cant increase in the volume of share turnover; or (b) more than a very restricted number of potential bidders are about to be approached. In some cases, under the Takeover Code, the bidder will be required to make an announcement of their intention to make an offer, before approaching the tar - get company’s board – eg, where the target company is the subject of rumour or speculation about a pos - sible offer, or there is undue movement in the target company’s share price or a significant increase in the volume of share turnover. 7.2 Type of Disclosure Required For transactions to which the Takeover Code applies, the relevant disclosures under the Takeover Code must be made if the mandatory offer thresholds are triggered as a result of the issue of shares. Where the issue of shares is made to a company listed on the SGX, the SGX Listing Rules mandate disclo - sures to the shareholders. 7.3 Producing Financial Statements For public M&A transactions, under the Takeover Code, the offer document must contain financial infor - mation about the bidder, including the following: • details, for the last three financial years, of turno - ver, exceptional items, net profit or loss before and after tax, minority interests, net earnings per share and net dividends per share; • a statement of the assets and liabilities shown in the last published audited accounts; • particulars of all known material changes in the financial position of the company subsequent to the last published audited accounts or a statement that there are no such known material changes;
• significant accounting policies together with any points from the notes of the accounts which are of major relevance for the interpretation of the accounts; and • where, because of a change in accounting policy, figures are not comparable to a material extent, this should be disclosed and the approximate amount of the resultant variation should be stated. The offer document should also state whether or not there has been, within the bidder’s knowledge, any material change in the target company’s financial position or prospects since the date of the last bal - ance sheet laid before the target company in a general meeting and, if so, the particulars of any such change. 7.4 Transaction Documents For transactions to which the Takeover Code applies, all offer announcements and offer documents must be made available publicly. The offer document must include information such as: • the offer consideration; • all conditions attached to acceptances; • a statement whether or not the bidder intends to avail itself of powers of compulsory acquisition; • a statement as to whether or not any agreement, arrangement or understanding exists between the bidder or any person acting in concert with it and any of the directors, or recent directors, sharehold - ers or recent shareholders of the target company having any connection with or dependence upon the offer, and full particulars of any such agree - ment, arrangement or understanding; and • a statement as to whether or not any securities acquired pursuant to the offer will be transferred to any other person, together with the names of the parties to any such agreement, arrangement or understanding, particulars of all securities in the target company held by such persons, or a state - ment that no such securities are held, and particu - lars of all securities that will, or may, be transferred.
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