Singapore Takeover Guide

Singapore Takeover Guide

Contacts

Andrew M. Lim and Zahedah Abdul Rashid Allen & Gledhill LLP, Singapore andrew.lim@allenandgledhill.com zahedah.rashid@allenandgledhill.com

Contents

INTRODUCTION LEGAL AND REGULATORY FRAMEWORK METHODS OF TAKE-OVER CASH PURCHASE AND/OR SHARE SWAP REVERSE TAKE-OVERS SCHEMES AND AMALGAMATIONS DUE DILIGENCE ANNOUNCEMENT OF OFFER ACTING IN CONCERT TYPES OF TAKE-OVER OFFERS BIDS 15 BREAK FEES OFFER TIMETABLE DOCUMENTATION DUTIES OF DIRECTORS AND CONTROLLING SHAREHOLDERS SUSPENSION OF TRADING AND COMPULSORY ACQUISITION INSIDER DEALING TAX ISSUES LABOUR AND EMPLOYEE BENEFITS OVERSEAS SHAREHOLDERS EMERGING ISSUES AND DEVELOPMENTS

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INTRODUCTION

The Singapore legal system is based on the common law system, where case precedents and statutory provisions exist side by side. Singapore obtained its independence in 1965 and the Companies Act was passed in 1967. The Companies Act of 1967 was based on the Malaysian model, which in turn was based on the Australian model at that time, which was itself derived from the then Companies Act of the United Kingdom. Over the years, the Companies Act, Chapter 50 of Singapore (the “Companies Act”), has evolved uniquely from its predecessors. The take-over and corporate fund-raising provisions of the Companies Act have been transposed to the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), which came into effect fully on 1 October 2002. The Companies Act continues to contain general corporate legislation including provisions relating to the incorporation, management, administration and winding-up of companies. Two basic types of companies are provided for under the Companies Act, namely, the private company and the public company. A company is a private company where its memorandum or articles of association contains a restriction on the right to transfer shares and a limitation on the number of members to not more than...