SINGAPORE Law and Practice Contributed by: Evelyn Wee, Sandy Foo, Tracy-Anne Ang, Terence Quek, Hoon Chi Tern, Goh Jun Yi and Tricia Teo, Rajah & Tann Singapore LLP
• its interest first crossing 5%; • any change in the percentage level of its interest; or • when it ceases to be a substantial shareholder. The issuer is then required to make the correspond - ing disclosures via SGX announcements. Substantial shareholders include persons who have the authority to dispose of – or exercise control over the disposal of – the relevant securities, and deemed interests are included in such securities. It should be noted that fund managers and their controllers would have to disclose their interests under this regime. 7.3 Mandatory Offer Thresholds Under Rule 14.1 of the Takeover Code, the thresholds for triggering a mandatory general offer are as follows: • where any person acquires, whether by a series of transactions over a period of time or not, shares that (added together with shares held or acquired by persons acting in concert with them) carry 30% or more of the voting rights of a company; or • where any person who, together with persons acting in concert with them, holds not less than 30% but not more than 50% of the voting rights and such person, or any person acting in concert with them, acquires additional shares within any six-month period that carry more than 1% of the voting rights. Persons who trigger the thresholds must extend offers immediately to the holders of any class of share capi - tal of the company that carries votes and in which such person, or persons acting in concert with them, hold shares. Each of the principal members of the group of persons acting in concert with such person may, according to the circumstances of the case, have an obligation to extend the offer as well. 7.4 Consideration For voluntary and partial offers, the offeror can offer cash or securities (or a combination of the two) as consideration for the shares of the target, except in certain limited instances under the Takeover Code where a cash or securities offer is required.
For mandatory offers, the offeror must offer cash or a cash alternative for the shares of the target. 7.5 Conditions in Takeovers The ability to introduce offer conditions is limited by Takeover Code restrictions. Mandatory Offer In the case of a mandatory offer, the only condition that can be imposed – apart from merger control clearance by the CCCS – is on the minimum level of acceptance. Voluntary or Partial Offer In the case of a voluntary or partial offer, conditions cannot be attached where their fulfilment depends on the subjective interpretation or judgement of the bid - der. If this lies in the bidder’s hands, the SIC should be consulted on the conditions to be attached. Even where a condition is permitted, SIC consent is required to revoke a general offer that has been announced in case of non-fulfilment of conditions. Cash Offer Financing conditions would not generally be permit - ted. Where the offer is for cash or includes an ele - ment of cash, the bidder must have sufficient financial resources unconditionally available to allow it to sat - isfy full acceptance of the offer before it can announce the offer. The SIC requires the financial adviser to the bidder or any other appropriate third party to confirm this unconditionally. Exclusivity Clauses Deal protections could include “no-shop” or exclusiv - The provision of a break fee could be included subject to Takeover Code restrictions. This break fee will be payable should certain specified events occur, such as: • a superior competing offer becoming or being declared unconditional with regard to acceptance within a specified time; or ity clauses. Break Fees
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