MAS Amends the Singapore Code on Take-Overs and Mergers

CONSULTATION CONCLUSIONS ON
REVISION
OF THE SINGAPORE CODE ON
TAKE-OVERS AND MERGERS
SECURITIES INDUSTRY COUNCIL
Tuesday, 16 June 2026

CONTENTS
INTRODUCTION ..........................................................................................................4
PART I: CHANGES CONSULTED ON ....................................................................5
Consultation 1: Definition 2(c) and 2(d) of “associate”........................................ 5
Consultation 2: Note 1 on Definitions – Control.................................................. 6
Consultation 3: Definition 5 – Close relatives ..................................................... 6
Consultation 4: Note 5 on Rules 3.1, 3.2 and 3.3 – Holding announcement ...... 7
Consultation 5: New Note 8 on Rules 3.1, 3.2 and 3.3 – Indicative offer price... 8 Consultation 6: New Note 9 on Rule 5 – Meeting to approve a proposed
frustrating action................................................................................................. 8
Consultation 7: New Note 10 on Rule 5 – Proposed actions conditional on the
offer being withdrawn or lapsing....................................................................... 10
Consultation 8: Rule 9.1 – Equality of information to shareholders .................. 10
Consultation 9: Rule 9.2 – Information to competing offeror ............................ 11
Consultation 10: Rule 13 – General prohibition on deal protection measures or
offer-related arrangements except in certain limited circumstances................. 16
Consultation 11: New Rule 8.8 – Information to offeror on fees and expenses
payable by the offeree company ...................................................................... 24
Consultation 12: New Note on Rule 26.4 – Period when an asset valuation is
not current……................................................................................................. 25
Consultation 13: Note 1(a) on Rule 33.1 – Delay before subsequent offer where
a no increase statement or a no extension statement was made..................... 26
Consultation 14: New Note 3 on Rule 33.1 – Preventing an offeror from circumventing the Singapore Code by making an offer to purchase material
assets of an offeree company .......................................................................... 26
Consultation 15: New Note 5 on Rule 21 – Sale of all or materially all of the
offeree company’s assets................................................................................. 27

Consultation 16: New Notes (e) and (f) on Definition of Offer – Timing of
scheme meeting and procedural requirements ................................................ 31
Consultation 17: New Notes 5 and 6 on Rule 9.1 – Videos and social media .. 33
PART II: OTHER AMENDMENTS...........................................................................35
Note on Definition of Offer – Trust schemes..................................................... 35
Rules 19(b) and 24.1 – Offeree board recommendations ................................ 35
Rule 24.3(a)(iv) – Disclosure of directors’ elections ......................................... 35
Note 1(b) on Rule 33.1 – New offer by a third party ......................................... 36
Appendix 3 – Guidance note on the Merger Procedures of the Competition and
Consumer Commission of Singapore............................................................... 36
Schedule 1 – Fees levied for lodgement of document...................................... 36
ANNEXES
Annex 1: List of respondents
Annex 2: Marked up text of the amended Singapore Code on Take-overs and Mergers

INTRODUCTION
On 5 May 2025, the Securities Industry Council (“SIC” or the “Council”) issued its consultation paper on the revision of the Singapore Code on Take-overs and Mergers (the “Singapore Code”). The public consultation closed on 5 June 2025. 2 A total of 24 respondents, including two respondents representing 14 other respondents, provided feedback on the amendments proposed in the consultation paper. The list of respondents is at Annex 1. The Council thanks all the respondents for their comments. The feedback received was generally supportive of most of the proposals, and the Council has made adjustments to the proposed amendments taking into account feedback and suggestions from respondents where appropriate. The final changes to the Singapore Code are set out in Annex 2. 3 The Monetary Authority of Singapore, on the advice of the Council, has made amendments to the Singapore Code which will come into effect on Thursday, 16 July 2026. Where parties have doubts as to the consequences of any of the rule changes, in particular the impact on any transaction which is in existence or contemplation, they should consult the Council prior to 16 July 2026 to obtain a ruling or guidance.

PART I: CHANGES CONSULTED ON
4 Consultation 1: Definition 2(c) and 2(d) of “associate”
4.1 SIC proposed to remove the references to:
(a) banks from Definition 2(c) of “associate”; and (b) directors of associated companies of any of the offeror, offeree company, or of the parent company, subsidiary or fellow subsidiary of the offeror or offeree company (the “Offer Group”), as well as companies whose associated companies include any of the Offer Group, from Definition 2(d) of “associate”. Public comments
4.2 All respondents supported the proposal.
4.3 Two respondents suggested that the reference to directors of
associated companies of the Offer Group and of companies whose associated companies include any of the Offer Group should similarly be removed from Definition 1(b) on “acting in concert”. Such directors (the “Associated Company Directors”) not being associates should not be presumed to be acting in concert with the offeror. SIC’s response
4.4 Definitions 2(c) and 2(d) of the definition of “associate” are amended
as proposed.
4.5 SIC agrees that the Associated Company Directors should not be
presumed to be concert parties of the offeror. Therefore, Definition 1(b) on "acting in concert" is amended as follows:

“DEFINITIONS
1 Acting in Concert:
…
(b) a company mentioned in (a)(i) to (a)(iv) with any of its directors (together with their close relatives, related trusts as well as companies controlled by any of the directors, their close relatives and related trusts); …” [Please see Annex 2: page 5, Definition 1(b); page 9, Definition 2(c); page 10, Definition 2(d).] 5 Consultation 2: Note 1 on Definitions – Control
5.1 SIC proposed to raise the threshold for control from 20% to 30%.
Public comments
5.2 All respondents agreed with the proposal.
SIC’s response
5.3 Note 1 on Definitions is amended as proposed.
[Please see Annex 2: page 19, Note 1 on Definitions.]
6 Consultation 3: Definition 5 – Close relatives
6.1 SIC proposed to expand the definition of “close relatives to include
(a) grandparents and grandchildren; (b) de facto spouse, cohabitant and civil partner; (c) spouses of siblings, children, siblings of parents, and grandchildren; and (d) in-laws.

Public comments
6.2 All respondents supported the approach, although some were
concerned that the expansion of the definition would impose disclosure obligations and dealings restrictions on a broader group. SIC’s response
6.3 The proposed amendments recognise close relationships that have
become relevant with increased life expectancy and evolving societal trends, in line with the evolution of such definitions in overseas jurisdictions. As is the current practice, concert party presumptions under the Singapore Code are rebuttable, and the Council would grant a rebuttal of the presumption where there are valid grounds. Definition 5 is amended as proposed. [Please see Annex 2: page 11, Definition 5.] 7 Consultation 4: Note 5 on Rules 3.1, 3.2 and 3.3 – Holding announcement
7.1 SIC sought views on the proposed codification of its practice to
impose, after consultation with the potential offeror and offeree company, a 28-day put up or shut up (“PUSU”) deadline on a potential offeror who has not clarified its intentions for a prolonged period. Public comments
7.2 All respondents supported the proposal.
SIC’s response
7.3 Note 5 on Rules 3.1, 3.2 and 3.3 is amended as proposed.
[Please see Annex 2: page 28, Note 5 on Rules 3.1, 3.2 and 3.3.]

8 Consultation 5: New Note 8 on Rules 3.1, 3.2 and 3.3 – Indicative offer price
8.1 SIC sought comments on the proposed codification of its practice to
require, where an indicative offer price is disclosed by a potential offeror:
(a) such price to be treated as a price floor for any offer which subsequently materialises; and (b) the potential offeror to be subject to a 28-day PUSU deadline. Public comments
8.2 All respondents supported the proposal.
SIC’s response
8.3 The new Note 8 on Rules 3.1, 3.2 and 3.3 is introduced as proposed.
[Please see Annex 2: page 29, new Note 8 on Rules 3.1, 3.2 and 3.3.] 9 Consultation 6: New Note 9 on Rule 5 – Meeting to approve a proposed frustrating action
9.1 SIC invited comments on the proposal to require an offeree company
board to undertake the following in the case where shareholder approval is sought in general meeting for a proposed frustrating action:
(a) obtain competent independent advice as to whether the financial terms of the proposed action are fair and reasonable; (b) consult the Council on the timing of the meeting; and (c) publish a circular to shareholders with the specified information.

Public comments
9.2 All respondents supported the proposal.
9.3 One respondent suggested clarifying that the substance of the
independent advice obtained by the board should also be disclosed in the circular to shareholders on the proposed frustrating action. SIC’s response
9.4 Rule 5 is amended as proposed.
9.5 SIC agrees with the suggestion and has amended the new Note 9
on Rule 5 to set out that the substance of independent advice obtained be disclosed in the circular to shareholders:
5 FRUSTRATION OF OFFERS BY AN OFFEREE BOARD … NOTES ON RULE 5 ...
9. Shareholders’ meeting
Where shareholder approval is to be sought in general meeting for the taking of a proposed action that falls within this Rule, the board of the offeree company must:
(a) obtain competent independent advice as to whether the financial terms of the proposed action are fair and reasonable and the substance of such advice must be made known to its shareholders; …” [Please see Annex 2: page 34, Rule 5; page 38, new Note 9 on Rule 5.]

10 Consultation 7: New Note 10 on Rule 5 – Proposed actions conditional on the offer being withdrawn or lapsing
10.1 SIC proposed to clarify that, in the case where a proposed frustrating
action was conditional on the offer being withdrawn or lapsing, the requirement for shareholders' approval would normally be waived on the basis that shareholders will not be denied the opportunity to consider the offer on the table. Such a waiver would be conditional upon the disclosure of information on the proposed action in an announcement or where the Council deems necessary, a document to be sent to shareholders. Public comments
10.2 All respondents agreed with the proposal.
SIC’s response
10.3 The new Note 10 on Rule 5 is introduced as proposed.
[Please see Annex 2: page 39, new Note 10 on Rule 5.]
11 Consultation 8: Rule 9.1 – Equality of information to shareholders
11.1 SIC sought views on its proposal to clarify that (a) the scope of
information covered under Rule 9.1 extended to opinions on companies involved in offers; (b) briefings under Note 2 on Rule 9.1 referred to all meetings or briefings held in person or by electronic means; and (c) Rule
9.1 applied to an asset offeror in competition with an offeror for voting
rights.

Public comments
11.2 All respondents supported the proposal.
SIC’s response
11.3 Rule 9.1 and Note 2 on Rule 9.1 are amended as proposed:
[Please see Annex 2: pages 58 and 59, Rule 9.1 and Note 2 on Rule 9.1.] 12 Consultation 9: Rule 9.2 – Information to competing offeror
12.1 SIC sought views on its proposal to:
(a) allow a bona fide offeror or potential offeror to request for all the information provided to another offeror or potential offeror; (b) require the offeree board to provide promptly to the requesting offeror such information provided to the first offeror at the time of request, and any further information provided in the seven days following the request; (c) extend the rule to information disclosed other than in writing such as site visits and management meetings, and require an equivalent site visit or management meeting to be provided to the subsequent requesting offeror; (d) specify conditions that may be attached to the passing of information. Public comments
12.2 Most of the respondents supported the proposals.
Questions (a) and (b)
12.3 Some respondents preferred retaining the current approach where
the offeree company is required to respond only to specific questions asked by the second offeror. They raised the following points with respect to the proposed approach. One, having the offeree company provide the second

offeror with all the information provided to the first offeror could reveal the strategic considerations of the first offeror. Two, it would allow the second offeror to benefit from the due diligence efforts of the first offeror. Three, there could be potential abuse by opportunistic parties (e.g. competitors) to “fish” for information. Question (c)
12.4 Some respondents sought clarification as to how an offeree
company could comply with the proposed new requirements if it was undertaking a sale process. As a sale process could involve numerous participants, the requirement for an offeree board to provide all participants equivalent access to information in the form of site visits and management meetings would be impractical. In practice, the offeree board would exercise its discretion to grant more in-depth information, site visits and management meetings to only those participants remaining at the latter stages of the sale process. SIC’s response Questions (a) and (b)
12.5 The proposal is intended to reduce the administrative burden on
offeree companies dealing with extensive and repeated requests for information. At the same time, the circumstances raised by the respondents do not appear to be materially impacted by the proposed changes, given that under the current Rule, the second offeror can already obtain all the information provided to the first offeror by simply sending the offeree company an extensive list of questions frequently. With respect to the point on opportunistic parties abusing the requirement to obtain information, an offeree company faced with such requests would, in practice, apply to the Council to reject the requests on the basis that such parties are not bona fide potential offerors.

Question (c)
12.6 SIC acknowledges the practical difficulties faced by the offeree
company in complying fully with the proposed new Rule 9.2 when it undertakes a sale process. To facilitate and provide flexibility to the offeree company when it implements a sale process, SIC will exempt the offeree company from providing information to participants in the manner required under Rule 9.21. Nonetheless, the offeree company should have regard to providing information to support a competitive bidding environment.
12.7 In this regard, Rule 9.2 is amended as proposed, Note 1 on Rule 9.2
is amended for consistency, and the new Note 6 on Rule 9.2 is introduced as follows:
“9.2 Information to competing offeror
Any information, including particulars of shareholders, given to one offeror or potential offeror must, on request, be furnished equally and promptly to any other bona fide offeror or potential offeror. On such request from an offeror or potential offeror, the board of the offeree company must provide the said offeror or potential offeror with all the information it has provided, and that it provides in the seven days following the request, to another offeror or potential offeror. … 1 This is similar to the position in the UK. The UK Panel Executive would normally grant dispensations from certain requirements of the UK Takeover Code to the board of a company undertaking a formal sale process. The dispensations granted include Rule 21.3 of the UK Takeover Code, which requires equal information to be provided to competing offerors.

NOTES ON RULE 9.2

1. Management buy-outs
   If the offer or potential offer is a management buy-out or similar transaction, the information which this Rule requires to be given to a competing or potential offeror which has specified the questions to which it requires answers is:- …
2. Data room
   To comply with Rule 9.2, the offeree company may set up a data room (whether physical or virtual) to store information provided to any offeror or potential offeror. All offerors or potential offerors should be granted the same level of access to the data room.
3. Site visits and meetings with management
   Rule 9.2 similarly applies to site visits and meetings with the offeree company management, in addition to information disclosed by other means. If one offeror or potential offeror has been afforded a site visit or granted access to management with a view to discussing the offeree company’s business, an equivalent site visit or meeting with management must be granted to another offeror or bona fide potential offeror that requests information under Rule
   9.2. As this Rule requires information to be provided to the
   requesting offeror or bona fide potential offeror in the same way that it was provided to the other offeror or potential offeror, the offeree company and its financial company adviser are responsible for ensuring, as far as practicable, that the subsequent offeror is afforded equivalent access

and equality of treatment. The Council should be consulted in cases of doubt.
5. Conditions attached to the passing of information
(a) The passing of information under Rule 9.2 should not be made subject to any conditions other than those relating to:
(i) the confidentiality of the information passed.
This may include a condition that the offeror or potential offeror will not share the information with external providers or potential providers of finance (whether equity or debt) without the consent of the offeree company, provided that such consent may not be unreasonably withheld; (ii) reasonable restrictions prohibiting the use of the information passed to solicit customers or employees; or (iii) the use of the information solely in connection with an offer or possible offer. Any such conditions should be no more onerous than those imposed on any other offeror or potential offeror. (b) A requirement that the offeror or potential offeror sign a hold harmless letter in favour of a third party will normally be acceptable provided that each other

offeror or potential offeror has been required to sign a letter in similar form.
6. Sale process
An offeree company running a sale process may determine the terms and conditions on which information is shared with participants in that process. In such cases, the requirements under this Rule do not apply to the offeree company. An offeree company should nonetheless have regard to providing information in a way that facilitates a competitive bidding environment. [Please see Annex 2: page 61, Rule 9.2 and Note 1 on Rule 9.2; pages 62 to 63, new Notes 3, 4, 5 and 6 on Rule 9.2] 13 Consultation 10: Rule 13 – General prohibition on deal protection measures or offer-related arrangements except in certain limited circumstances
13.1 SIC sought views on the proposal to adopt a general prohibition on
deal protection measures and other offer-related arrangements except in certain limited circumstances. Public comments
13.2 A majority of respondents disagreed with the proposal. In general,
they were of the view that the offeree board should have the discretion to grant deal protection measures to or enter into other offer-related arrangements with a potential offeror. Having such discretion can improve the bargaining position of the offeree board vis-à-vis that of the offeror. These arrangements, used judiciously in negotiations, can result in potential offerors making an offer in the first instance or offer a better price

than they would have. Offerors are incentivised to make an offer or a better offer as these deal protection measures and other offer-related arrangements afford increased deal certainty.
13.3 They also noted that a general prohibition on deal protection
measures and other offer-related arrangements would represent a shift from the current regulatory position and market practice in Singapore and the region. SIC’s response
13.4 Following the close of the public consultation, the Council engaged
the respondents who had objected to the proposal to better understand their concerns.
13.5 Taking into account the feedback received as well as its discussions
with respondents following the feedback, the Council has decided not to proceed with the proposal to impose a general prohibition on deal protection measures and other offer-related arrangements.
13.6 The Council accepts the feedback that the anti-competitive effects of
deal-protection practices in the market currently are limited. Further, the Council notes the feedback that unlike the experience in the UK, the offeree company boards here may not be generally at a tactical disadvantage vis￾à-vis offerors such that they are obliged to accept any deal protection measure proposed by a potential offeror, notwithstanding the widespread use of deal protection measures observed. Thus, the Council agrees that the offeree company board should continue to have the freedom to assess if the grant of deal protection measures or other offer-related arrangements is in the best interests of the shareholders.

13.7 Nonetheless, there is merit in mitigating the anti-competitive effects
of some deal protection measures and other offer-related arrangements that are frequently used in mergers and acquisition transactions in Singapore. The Council will amend the Singapore Code to provide guidance in this area, as described in paragraphs 13.8 to 13.10 below. Break fees
13.8 The feedback received was that the current 1% cap on break fees
already blunts any anti-competitive effect a break fee may have as a potential competing offeror was unlikely to be deterred by a loss of 1% in value should his offer be successful. On the other hand, the grant of break fee to cover the costs incurred by the offeror could be used by the offeree company board as an incentive to secure a better offer from an interested bidder.
13.9 The existing Rule 13 on break fees will be retained but the following
amendments made:
(a) If more than one break fee is agreed to by the offeree board, the aggregate sum of all break fees payable must not exceed 1% of total offer value. This amendment, which limits the anti￾competitive effect of break fees, was proposed in the public consultation. Respondents had agreed to it. (b) The offeree board and its financial adviser in submitting the written confirmation currently required under Rule 13 to the Council, must, in addition to confirming that they believe the fee to be in the best interests of offeree company shareholders, explain why that is so. This amendment would help ensure that break fees are granted judiciously.

Exclusivity arrangements and other undertakings or provisions
13.10 Taking into account the feedback received in this regard, the
following amendments will be made:
(a) A clarification that exclusivity arrangements entered into between an offeror and offeree company must be subject to a “fiduciary-out”. This reflects current practice. (b) Guidance that:
(i) a notification obligation which requires the offeree to disclose the fact of an approach by a potential competing offeror to the original offeror would have limited anti-competitive effect as compared to the provision of detailed information on the competing offer; and (ii) a matching right which allows an offeror to match or better a competing offer cannot be for a duration that removes any practical likelihood of a potential competing offer. In this regard, a matching period of more than 7 calendar days would normally be regarded as anti-competitive. (c) A clarification that customary provisions pertaining to representations and warranties, obligations of the offeree company to carry out procedural actions to progress a scheme of arrangement and the non-occurrence of specific events or actions which do not deter competition are permitted.
13.11 The amendments made in respect of Consultation 10 are as follows:

“13 BREAK FEES
In all cases where a break fee is proposed, certain safeguards must be observed. In particular, a break fee must be minimal (normally no more than 1% of the value of the offeree company calculated by reference to the offer price) and the offeree company board and its financial adviser must provide, in writing, to the Council:- (a) a confirmation that the break fee arrangements were agreed as a result of normal commercial negotiations; (b) an explanation of the basis (including appropriateness) and the circumstances in which the break fee becomes payable; (c) any relevant information concerning possible competing offerors, e.g. the status of any discussions, the possible terms, any pre-conditions to the making of an offer, the timing of any such offer etc.; (d) a confirmation that all other agreements or understandings in relation to the break fees arrangements have been fully disclosed; and (e) a confirmation they each believe the fee to be in the best interests of offeree company shareholders, and an explanation as to why that is so.

Any break fee arrangement must be fully disclosed in the announcement made under Rule 3 and in the offer document. Relevant documents must be made available for inspection. The Council should be consulted at the earliest opportunity in all cases where a break fee or any similar arrangement is proposed. NOTES ON RULE 13 …
5. Competing offerors
If the offeree company agrees to more than one break fee, the aggregate value of all break fees that may be payable by the offeree company must be minimal, i.e. normally no more than 1% of the value of the offeree company calculated by reference to the price of the first competing offer at the time of the announcement made under Rule 3.5. Any break fee is capable of becoming payable only if an offer becomes or is declared unconditional.
6. Implementation agreements
The Council recognises that parties to an offer usually enter into an implementation agreement (i.e. an agreement between an offeror and the offeree company relating to the conduct, implementation and/or terms of an offer). Offeree directors should carefully consider whether the commitments given to an offeror would deter other potential competing offerors from making an approach or offer:

(a) Exclusivity arrangements which limit the ability of the offeree company board to engage with competing offerors or potential competing offerors must be subject to the proviso that the offeree directors are relieved of such obligations if it is necessary to discharge their fiduciary duties (including but not limited to their obligations under Rule 5 and Rule 9.2). (b) A notification obligation which requires the offeree to disclose details of any potential competing offer to the original offeror may reduce the likelihood of a potential competing offeror making an approach. In this regard, the notification of the fact of an approach would have limited anti-competitive effect as compared to the provision of detailed information relating to the competing offer. (c) A matching right, which allows the offeror to match or better a competing offer, cannot be for a duration that removes any practical likelihood of a potential competing offeror putting forward a proposal to the offeree company. In this regard, a duration of a matching right exceeding 7 calendar days would normally be regarded as having an anti-competitive effect. For the avoidance of doubt, customary provisions pertaining to (i) representations and warranties in relation to information provided by the offeree company to the offeror; (ii) an obligation that requires the offeree company to carry out certain procedural actions to progress an offer via a

scheme of arrangement; or (iii) the non-occurrence of specific events or actions which do not deter competition may be included in the implementation agreement. If, after an implementation agreement is executed, the Council identifies any provision of the implementation agreement which it considers to be in breach of this Note, the Council will require remedial action and may initiate disciplinary action. The Council considers that, in order to ensure that the parties to an implementation agreement are able to comply with a direction made by the Council, the following clause should be included in the agreement: “The parties agree that, if the Council determines that any provision of this agreement that requires the offeree company to take or not to take action, whether as a direct obligation or as a condition to any other person’s obligation (however expressed), is not permitted by Rule 13 of the Code, that provision shall have no effect and shall be disregarded.”
7. Asset sales in competition with an offer
Where, after an offeror having announced a firm intention to make in competition with an offer or a possible offer, the board of the offeree company announces that it has agreed terms on which it intends to sell all or materially all of the company’s assets and/or businesses, the Council will normally grant consent, such that the offeree company would be permitted, subject to the same conditions as set out in Note 5 above, to enter into a break fee arrangement with the asset purchaser at the time of the announcement.

In assessing whether assets are material for the purpose of this Rule, the Council will have regard to the tests set out in Note 2 on Rule 9.2. For the purpose of this Note, the Council would normally regard a person to be seeking to acquire materially all of the assets and/or businesses of a company if such assets and/or businesses account for or contribute more than 30% of the offeree company’s sales, earnings, assets or market capitalisation. The Council should be consulted in cases of doubt. [Please see Annex 2: page 77, Rule 13; pages 79 to 80, new Notes 5, 6 and 7 on Rule 13.] 14 Consultation 11: New Rule 8.8 – Information to offeror on fees and expenses payable by the offeree company
14.1 SIC sought views on the proposal to require the disclosure of
aggregate offer-related fees payable by the offeree company to be made privately to the offeror. Public comments
14.2 All respondents supported the proposal.
14.3 A number of respondents suggested that the disclosure should only
be required if the offer-related fees were significant or crossed a certain materiality threshold to reduce the administrative burden on the offeree company. For instance, if the fees exceeded 1% or 5% of the value of the offer.

SIC’s response
14.4 The Council is not convinced that setting a threshold for fee
disclosure reduce the administrative burden for the offeree company as the offeree company would in any case need to collate the fees to determine whether a threshold has been crossed.
14.5 The new Rule 8.8 is introduced as proposed.
[Please see Annex 2: pages 56 to 57, new Rule 8.8.]
15 Consultation 12: New Note on Rule 26.4 – Period when an asset valuation is not current
15.1 SIC sought comments on the proposed codification of its practice of
treating an asset valuation as not current if it is more than 3 months old. Public comments
15.2 The respondents were generally supportive of the proposal. Some
respondents commented that a 3-month validity period might not be sufficient, for example, where there is a valuation of overseas assets which may take more time to complete. In this regard, they suggested that the Council extend the validity period to 6 months or in the alternative, provide flexibility to allow the validity period to be extended with the Council’s consent. SIC’s response
15.3 It is important that shareholders are provided with an up-to-date
valuation to enable them to make informed decisions on an offer. As set out in Rule 26.4, if a valuation is not current, an updated valuation is not

required if the valuer states that the current valuation would not be materially different. The new Note on Rule 26.4 is introduced as proposed. [Please see Annex 2: page 176, new Note on Rule 26.4.] 16 Consultation 13: Note 1(a) on Rule 33.1 – Delay before subsequent offer where a no increase statement or a no extension statement was made
16.1 SIC sought comments on the proposal to restrict a returning offeror
who had earlier made a no increase statement or no extension statement from making a subsequent improved offer within the 12-month sit-out period, even with the offeree board’s recommendation, until (a) 3 months from the lapse or withdrawal of the previous offer or (b) the end of the offer period of any competing offer, whichever is later. Public comments
16.2 The respondents generally agreed with the proposal.
SIC’s response
16.3 Note 1(a) on Rule 33.1 is amended as proposed.
[Please see Annex 2: page 188, Note 1(a) on Rule 33.1.]
17 Consultation 14: New Note 3 on Rule 33.1 – Preventing an offeror from circumventing the Singapore Code by making an offer to purchase material assets of an offeree company
17.1 SIC sought views on the proposal to prevent an offeror from
circumventing the restrictions in Rule 33.1 by offering to purchasing material assets instead of voting shares of the offeree company.

Public comments
17.2 The respondents agreed with the proposal.
17.3 Several respondents suggested raising the threshold for Rule 33.1
to apply to an offer to purchase material assets from a purchase of assets representing 30% (the “30% Threshold”) or more of the total sales, earnings, assets or market capitalisation of the offeree company to more than 75%. SIC’s response
17.4 The 30% Threshold has already been in use for a number of years
to determine whether an offer for assets and/or businesses is in competition with an offer for voting rights of the company such that Rule
9.2 of the Singapore Code would apply. SIC is of the view that the 30%
Threshold and its underlying objective remain appropriate and for consistency, the same threshold applied in Rule 9.2 should apply to Rule 33.1.
17.5 The new Note 3 on Rule 33.1 is introduced as proposed.
[Please see Annex 2: page 189, new Note 3 on Rule 33.1.] 18 Consultation 15: New Note 5 on Rule 21 – Sale of all or materially all of the offeree company’s assets
18.1 SIC sought comments on its proposal to regulate a material asset
sale that is in competition with an offer for voting rights, by:
(a) requiring the offeree company to quantify in a statement the cash sum expected to be paid to shareholders from the sale of all or materially all of the offeree company’s assets, which will be treated as a profit forecast; and

(b) restricting the asset purchaser from acquiring shares in the offeree company during the offer period at above the amount per share quantified. Public comments
18.2 The respondents generally supported the proposal.
Materiality threshold
18.3 Several respondents sought clarification on whether the 30%
Threshold would apply to the new Note 5 on Rule 21. If so, they suggested that the threshold be raised to more than 75% for the same reason set out in paragraph 17.3. Possible offers
18.4 One respondent suggested that the new Note 5(a) on Rule 21 should
also apply to a material asset sale that is in competition with a possible offer. SIC’s response Materiality threshold
18.5 SIC would like to clarify that the 30% Threshold would be used to
determine if a proposed asset sale would need to comply with the new Note 5(a) of Rule 21. The rationale for applying the 30% Threshold is as set out in paragraph 17.4.
18.6 With regard to the share purchase restriction under the new Note
5(b) on Rule 21, the asset purchaser should consult the Council as to whether the restriction would apply to him.

Possible offers
18.7 SIC notes the drafting suggestion and has included possible offers
in the scope of the new Note 5.
18.8 The new Rule 25.6(h) is introduced, and Note 5 on Rule 21 is
amended as follows:
“25.6 Statements which will be treated as profit forecasts ... (h) Quantified financial benefits statements arising from the sale of all or materially all of the offeree company’s assets A statement by the offeree company quantifying the cash sum expected to be paid to shareholders (either as a specific amount or as a range) arising from an asset sale in competition with an offer as set out in Note 5(a) on Rule 21 will be treated as a profit forecast for the purpose of this Rule. ... 21 PURCHASES AT ABOVE OFFER PRICE ... NOTES ON RULE 21 ...
5. Sale of all or materially all of the offeree company’s assets
(a) Where, in competition with an offer or a possible offer, an offeree company announces that it has agreed terms on which it intends to sell all or materially all of the company’s assets and/or businesses and that it intends to return to shareholders all or materially all of the company’s cash balances (including the proceeds of any asset sale), a statement by the offeree company quantifying the cash sum

expected to be paid to shareholders (either as a specific amount or as a range) will be treated as a profit forecast which must be reported on and disclosed in accordance with Rule 25. Such statement should also disclose the estimated timing of cash payment to shareholders. For the purpose of paragraph (a) of this Note, the Council would normally regard a person to be seeking to acquire materially all of the assets and/or businesses of a company if such assets and/or businesses account for or contribute more than 30% of the offeree company’s sales, earnings, assets or market capitalisation. The Council should be consulted in cases of doubt. (b) The purchaser or potential purchaser of some or all or materially all of those assets and/or businesses must not acquire shares in the offeree company during the offer period unless the board of the offeree company has made a statement quantifying the amount per share that is expected to be paid to shareholders and then only to the extent that the price paid does not exceed the amount stated. If a range is stated, the price paid must not exceed the bottom of the range. This restriction shall also apply to any person whose relationship with any asset purchaser is such that, if the asset purchaser were an offeror, that person would be treated as acting in concert with the asset purchaser. For the purposes of paragraph (b) of this Note, the Council should be consulted on whether the purchaser or potential

purchaser is regarded as purchasing all or materially all of those assets and/or businesses for the restrictions in paragraph (b) to apply.” [Please see Annex 2: page 172, Rule 25.6(h); pages 137 to 138, Note 5 on Rule 21.] 19 Consultation 16: New Notes (e) and (f) on Definition of Offer – Timing of scheme meeting and procedural requirements
19.1 SIC sought views on the proposed amendments in the case of take￾overs via schemes of arrangement (“schemes”) to require:
(a) the scheme meeting to be held within 6 months of the announcement of the scheme; and (b) an offeror to take procedural steps necessary for a scheme to become effective. Public comments
19.2 The respondents are generally supportive of the proposal. On
proposal (b), several respondents commented that the procedural requirements should equally be extended to the offeree company given that there are procedural steps to be undertaken by the offeree company for the scheme to be effective. SIC’s response
19.3 The new Note (e) on Definition of Offer is introduced as proposed.
19.4 SIC agrees that the requirement to take the procedural steps
necessary for the scheme to be effective should apply equally to the offeree company. The new Note (f) on Definition of Offer is further amended as follows:

“NOTE ON DEFINITION ON OFFER
Scheme of Arrangement, Trust Schemes and Amalgamations ... The Council will normally grant such exemption if:
...
(e) Except with the Council’s consent, the scheme meeting must be held within 6 months of the announcement of the scheme. (f) Except with the Council’s consent, the offeror must, prior to the court sanction hearing, the offeror and the offeree company must:
(i) confirm to the offeree company and the Council that all of the conditions to the offer have been either satisfied or waived, other than any conditions which are capable of being satisfied only upon or following the scheme being sanctioned (which conditions should normally be specified in the scheme circular); and (ii) undertake to be bound by the terms of the scheme insofar as it relates to the offeror upon the sanction of the scheme by the Court. The requirements in paragraphs (i) and (ii) will not apply if a condition relating to a material official authorisation or regulatory clearance is outstanding, provided that either:

(A) it is not sufficiently clear what action would be required to be taken in order for the authorisation or clearance to be obtained; or (B) if it is sufficiently clear what action would be required to be taken in order for the authorisation or clearance to be obtained, the taking of that action would give rise to circumstances which are of material significance to the offer in the context of the offer (see Note 2 on Rule 15.1). If a question as to whether the condition in (f) has been satisfied remains outstanding on the long-stop date, the parties to the offer will normally be required to agree an extension to the long-stop date pending the final determination of the issue.” [Please see Annex 2: page 15, new Notes (e) and (f) on Definition of Offer.] 20 Consultation 17: New Notes 5 and 6 on Rule 9.1 – Videos and social media
20.1 SIC sought comments on its proposal to regulate the use of videos
and social media in disseminating information or opinions relating to an offer. Public comments
20.2 While the respondents generally supported the proposal, some
sought clarification on whether communications at external investor events, such as interviews or presentations organised by third parties, would fall

within the scope of the proposal. One expressed concern that the scripting requirement for videos would undermine the authenticity of such communications. SIC’s response
20.3 The proposal extends the same standards that currently apply to
telephone campaigns, briefings and media communications under Rule 8.6, and Notes 2 and 3 on Rule 9.1 to newer forms of media. Accordingly, communications by parties to an offer, whether or not it is at events organised by them, would be subject to the new Notes 5 and 6 on Rule 9.1. The requirement for scripts for videos published by parties to an offer seeks to ensure that only previously published information which remains accurate and is not misleading is being referred to in the video, and to avoid the need for corrections after the publication of the video.
20.4 The new Notes 5 and 6 on Rule 9.1 are introduced as proposed.
[Please see Annex 2: pages 60 to 61, new Notes 5 and 6 on Rule 9.1.]

PART II: OTHER AMENDMENTS
21 SIC has also made the following amendments to the Singapore Code, mainly in relation to the clarification on certain rules. 22 Note on Definition of Offer – Trust schemes
22.1 SIC has amended the reference to Order 80 to Order 32 in the Note
on Definition of Offer for trust schemes as proposed.
[Please see Annex 2: page 16, Note on Definition of Offer.] 23 Rules 19(b) and 24.1 – Offeree board recommendations
23.1 SIC has amended Rules 19(b) and 24.1 to require the offeree board
to disclose its opinion on the offer and its recommendation on the action that shareholders should take, and has extended these requirements to any alternative offers. [Please see Annex 2: pages 129 and 131, Rule 19(b) and new Note 4 on Rule 19; pages 154 to 156, Rule 24.1 and Notes 2 and 5 on Rule 24.1.] 24 Rule 24.3(a)(iv) – Disclosure of directors’ elections
24.1 SIC has amended Rule 24.3(a)(iv) such that directors are required
to disclose their elections where there are alternative offers. [Please see Annex 2: page 156, Rule 24.3(a)(iv).]

25 Note 1(b) on Rule 33.1 – New offer by a third party
25.1 SIC has amended the reference to the announcement of the new
offer by a third party in Note 1(b) on Rule 33.1 to refer to that of a firm intention to make an offer. [Please see Annex 2: page 188, Note 1(b) on Rule 33.1.] 26 Appendix 3 – Guidance note on the Merger Procedures of the Competition and Consumer Commission of Singapore
26.1 SIC has replaced the references to Competition Commission of
Singapore (“CCS”) to Competition and Consumer Commission of Singapore (“CCCS”). [Please see Annex 2: pages 208 to 210, Appendix 3.] 27 Schedule 1 – Fees levied for lodgement of document
27.1 SIC has amended Paragraph 1 of Schedule 1 to clarify that the
lodgement fee of $3,000 is payable where the value of the offer is $15 million and below.
27.2 SIC has updated Paragraph 4 of Schedule 1 to reflect the current
mode of payment of lodgement fees in view that cheques are no longer accepted. [Please see Annex 2: pages 217 to 218, paragraphs 1 and 4 of
Schedule 1.]