SINGAPORE Law and Practice Contributed by: Terence Quek, Benjamin Cheong, Hoon Chi Tern and Favian Tan, Rajah & Tann Singapore
machine learning models, which are used to make decisions autonomously or to assist a human decision-maker through recommenda- tions and predictions.
under the Takeover Code, including in the fol- lowing situations: • when it receives notification of a firm intention to make an offer from a serious source; • when, following an approach to the target company, it is the subject of rumour and speculation about a possible offer, or there is undue movement in its share price or a significant increase in the volume of share turnover (regardless of whether or not there is a firm intention to make an offer); • when negotiations or discussions between the bidder and the target company are about to be extended to include more than a very restricted number of people; or • when it is aware of negotiations or discus- sions between a potential bidder and the shareholders holding 30% or more of the voting rights of the target company – or when the target company’s board is seeking poten- tial bidders – and (i) the target company is the subject of rumour and speculation about a possible offer, or there is undue movement in its share price or a significant increase in the volume of share turnover; or (ii) more than a very restricted number of potential bidders are about to be approached. 10.2 Prospectus Requirements Generally, a prospectus is not required for a takeover made in accordance with the Takeover Code. There is no requirement for the listing of the buy- er’s shares on a specified exchange, either local or overseas. The buyer’s shares can also be in an unlisted company. However, under the Takeo- ver Code, certain offers are required to have a cash alternative or to be in cash only. The List- ing Manual also requires a cash alternative to be
10. Disclosure 10.1 Making a Bid Public
The Takeover Code requires absolute secrecy before an announcement of a takeover offer is made. Information relating to a bid should only be passed to another person when it is neces- sary to do so, and that person should be made aware of the need for secrecy. A list containing persons privy to the information will need to be maintained and provided to the SGX on request. As mentioned in 6.1 Stakebuilding , where there are reasonable grounds to suspect that its actions have contributed in some way, the buyer has an obligation (under the Takeover Code) to report to the SGX if, before the target company’s board is approached: • 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 significant increase in the volume of share turnover. Where the offeror makes an acquisition of shares that gives rise to a mandatory offer under the Takeover Code, the offeror should also make an announcement to the SGX. Once the potential offeror has approached the board of the target company, the obligation to make the announcement to the SGX lies primar- ily with the target company. The target company has an obligation to make an announcement
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