• SIN MAS Securities industry council issued a practice statement on the application waiver of the Singapore code on takeovers and mergers to unlisted public companies.

Overview

• Code applies to unlisted public companies incorporated in Singapore with more than 50 shareholders and net tangible assets of SGD5mn or more; they may apply for the takeover waiver.
• Statement sets out the regime for an unlisted public company to obtain a takeover code waiver.

Regime

• Unlisted public company seeking code waiver applies in writing to council secretariat.
• Application shall provide company information and include a signed confirmation from the board of directors that certain conditions have been/or will be complied with.
• An application template setting out prescribed information shall be provided; the form of confirmation by board of directors is set out in Appendix 1 of the practice statement.
• A template of notification to existing shareholders sent by the company in Appendix 2.
• Unlisted public companies that have obtained code waiver shown on council website.
• Code waiver takes effect when the company is published on the code waiver list, which will be 21 calendar days after application date or as otherwise stated to the company.
• The council reserves right to grant the code waiver subject to further conditions, not to grant the code waiver or, if granted, revoke the code waiver.
• If company fails to comply with conditions the code waiver will cease to be in effect.