Singapore, 19 July 2018 – The Securities Industry Council (the Council) has proposed amendments to the Singapore Code on Take-overs and Mergers (the Code) to clarify the application of the Code provisions to companies with a dual class share structure (DCS companies) that have a primary listing on the Singapore Exchange.
2. Key proposed amendments include:-
—– (a) Relief for shareholders who trigger a mandatory general offer.
A shareholder may be obliged to make a mandatory offer under the Code, if his voting rights in a DCS company increases beyond the mandatory offer thresholds in the Code, due to:
- (i) a conversion of multiple voting shares (MV shares) to ordinary voting shares (OV shares); or
- (ii) a reduction in the number of voting rights per MV share that lowers the total number of voting rights in the DCS company.
The Council proposes that where the shareholder is independent of the conversion or reduction event, the requirement to make a mandatory offer would be waived. Should the shareholder not be independent of the conversion or reduction event, the mandatory offer requirement would still be waived if he reduces his voting rights to below the mandatory offer thresholds, or obtains the approval of independent shareholders to waive their right to a mandatory offer within a specified time.
—– (b) Certainty to the market and safeguard for minority shareholders on offer price.
The Council also proposes that where an offeror makes an offer for a DCS company, the offer price for MV shares and OV shares should be the same. This approach provides certainty to market participants and potential offerors. It also acts as a safeguard for OV shareholders by ensuring that any premium paid to MV shareholders is also paid to OV shareholders.