SINGAPORE Trends and Developments Contributed by: Evelyn Wee, Sandy Foo, Tracy-Anne Ang, Terence Quek, Hoon Chi Tern, Goh Jun Yi and Tricia Teo, Rajah & Tann Asia Singapore LLP
increasingly take significant minority positions in com - panies. This increase in activism is in part led by the forma - tion of fresh hedge funds with a targeted emphasis on shaping the activities of domestically listed firms and maximising returns for their stakeholders. Inves - tors are also becoming more sophisticated, often engaging advisers to advise them of their rights in requisitioning meetings, appointing board members or making public statements. The ongoing pursuit by certain unitholders, includ - ing Quarz Capital Asia, which successfully requi - sitioned an extraordinary general meeting to have Sabana Industrial REIT effect the internalisation of its REIT management function, continues in 2025. This process involved navigating multiple requisi - tioned extraordinary general meetings and securing a landmark Appellate Division of the High Court of Singapore decision that provided clarity on the need for trust deed amendments and the voting rights of certain unitholders. Following Quarz’s example, there have been a slew of requisitions for general meetings made by dissenting shareholders or unitholders of SGX-listed companies and trusts, most recently that of Koh Brothers Group Limited in April 2025. In April 2024, the SGX issued a consultation paper to propose changes to the SGX Listing Rules to require listed companies to support shareholders who have requisitioned a general meeting – provided these shareholders collectively hold at least 10% of the company’s paid-up shares. Under the proposed changes, companies would be obliged to facilitate the convening and conduct - ing of shareholder-requisitioned meetings, including the release of announcements and documents, and (where the companies dispute the validity of the req - uisition notice) apply for a court ruling. If implemented, these changes would aid minority shareholders of SGX-ST listed companies, including PE investors, in voicing their concerns or even dissatisfaction with the management of their investee companies.
As seen in these cases, a useful tool available to share - holder activists is the ability of shareholders to requi - sition shareholder meetings. However, shareholders who seek to do so often face difficulties, particularly in meeting the procedural requirements under the rel - evant laws and regulations. Challenges include the difficulty in meeting the notice requirement, or releas - ing announcements and documents on SGXNET of their own accord. To address these issues, SGX has put forward a proposal to amend the Listing Manual to mandate issuers to collaborate with requisitionists in organising a meeting when a requisition notice is served or apply to court for a ruling where they dispute the validity of the requisition notice. Such obligations would facilitate a smoother process for sharehold - ers to exercise their rights and sharpen this tool for greater engagement with the company. Against the backdrop of challenging market condi - tions and in light of increased shareholder activism, PE managers and investors may be more inclined to take a more active approach in the management of their portfolio companies. Exits – Continued Prevalence of Secondaries, With Potential Rebound of Traditional Exits According to Bain, exit activity improved in 2024 with a 30% rise in exit value, particularly in Singapore and Malaysia. However, ageing portfolios and a weak IPO market have continued to pose challenges and con - tribute to a lingering exit overhang. Velocity, the ratio of traded value to market capital - isation, indicates the level of trading activity on an exchange. South-East Asian exchanges, including the SGX, have relatively low velocity compared to some of their global peers. As the Singapore securities market struggled to regain momentum, secondaries contin - ued to be a popular choice for exits in 2024. For instance, PE investor Blackstone has recently exited two major investments in Singapore through secondary sales, opting for private transactions over traditional IPO routes. In August 2024, it sold a portfo - lio of life sciences and R&D real estate assets to War - burg Pincus and Lendlease for approximately SGD1.6 billion. This was followed by the February 2025 divest -
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