SINGAPORE Law and Practice Contributed by: Terence Quek, Benjamin Cheong, Hoon Chi Tern and Favian Tan, Rajah & Tann Singapore
7.7 Currency Control/Central Bank Approval There are no foreign exchange or currency restrictions in Singapore, and no central bank approval is required for M&A transactions. 8. Recent Legal Developments 8.1 Significant Court Decisions or Legal Developments For the first three quarters of 2024, Singapore saw an aggregate SGD66 billion of M&A deals involving Singapore companies, almost 30% higher than in the same period in 2023. The aggregated value of Singapore tech M&A trans- actions from Q1 to Q3 in 2024 remained stable year-on-year, despite a 13% volume decrease from that of 2023. The technology sector saw the highest overall number of deals, with an aggregate value of USD3.6 billion, representing approximately 10% of the market share. Notable technology-related deals include a con- sortium by Singtel and KKR to invest SGD1.75 billion in ST Telemedia Global Data Centres, being South-East Asia’s largest digital infrastruc- ture investment in 2024. New Stablecoin Regulatory Framework The MAS revealed the details of a new regulatory framework in August 2023, which aims to ensure that stablecoins regulated in Singapore have a high level of value stability. The new framework reflects the feedback that was received after a public consultation in October 2022. MAS has a stablecoin regulatory framework that covers single-currency stablecoins (SCS) that are linked to the Singapore dollar, or any G10 currency, and are issued in Singapore. Issuers
of such SCS must meet key requirements, as follows: • value stability – SCS reserve assets must follow rules on their composition, valuation, custody and audit to ensure a high level of value stability; • capital – issuers must have minimum base capital and liquid assets to lower the risk of insolvency and enable a smooth exit of busi- ness if needed; • redemption at par – issuers must give back the par value of SCS to holders within five business days from a redemption request; and • disclosure – issuers must provide suitable disclosures to users, including information on how the SCS value is stabilised, the rights of SCS holders and the audit results of reserve assets. Only stablecoin issuers that meet all the require- ments under the framework can ask MAS for their stablecoins to be recognised and labelled as “MAS-regulated stablecoins”. This label will help users to easily distinguish MAS-regulated stablecoins from other digital payment tokens, including “stablecoins” that are not covered by MAS’ stablecoin regulatory framework. 9. Due Diligence/Data Privacy 9.1 Technology Company Due Diligence It is up to the directors of the target company to allow any disclosure regarding the conduct of due diligence, based on their duty to act in the best interests of the target company. The level of information and documents provided will depend on the nature of the transaction and the due diligence process conducted.
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