SINGAPORE Law and Practice Contributed by: Terence Quek, Benjamin Cheong, Hoon Chi Tern and Favian Tan, Rajah & Tann Singapore
• where the review period depends on the nature and complexity of the transaction in question. Normal conditions – for example, level of accept- ance, approval of shareholders for the issue of new shares and the SGX’s approval for listing – may be attached without reference to the SIC. As mentioned in 6.5 Common Conditions for a Takeover Offer/Tender Offer , conditions that can only be fulfilled based on the subjective interpretation or judgment of the bidder – or that lie, in the bidder’s hands – will not be allowed. The Takeover Code prescribes certain timelines for an offer. The following represents a typical timetable. • From the date of an announcement of an offer (“T”), the earliest date that the offeror can post the offer document (a requirement under the Takeover Code) is T + 14 days (and no later than T + 21). • Assuming the offer document was posted on T + 14 days, the offer must be open for at least T + 42 days – given that an offer must be open for at least 28 days following the date on which the offer document is posted. • An offer would usually be closed on T + 74 days because an offer cannot be kept open for more than 60 days following the date on which the offer document is posted – unless the offer has previously become uncondition- al as regards acceptance. In a competitive offer, the competing offeror must either announce a firm intention to make an offer or make a “no intention to bid” state- ment within 53 days of the date on which the first offeror posted its initial offer document (ie, T + 67 using the above-mentioned timetable). Where the first offeror’s offer is being implemented by
way of a scheme of arrangement, a trust scheme or an amalgamation, the aforementioned dead- line for the potential competing offeror to clarify its intention would normally be no later than seven days before the shareholders’ meeting to approve the relevant scheme or amalgamation. Consequently, the timeline of the offer may be extended as well. If a competitive situation still exists at a later stage of the offer process – and if no procedure has been agreed between the competing offerors, the board of the target com- pany and the SIC – an auction procedure, as prescribed in the Takeover Code, would typically be announced. 6.14 Timing of the Takeover Offer If regulatory approvals are required as part of a takeover offer, they would typically be obtained prior to the firm intention to make the offer – given that there could be uncertainty surround- ing whether the regulatory approvals may be obtained within the offer timetable. A bidder can announce a pre-conditional offer if the announcement of a firm intention to make an offer is subject to the fulfilment of certain regu- latory pre-conditions. The announcement must specify a reasonable period in which the pre- conditions must be fulfilled or, failing which, the offer will lapse. The Takeover Code prescribes specific situ- ations in which pre-clearance from the CCCS would be required with regard to competition laws. The offer would lapse in certain situations if approval from the CCCS is not obtained.
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