The Monetary Authority of Singapore, on the advice of the Securities Industry Council, has issued a revised Code on Take-overs and Mergers. The changes are intended to curb anti-competitive protections in dealmaking, tighten the timetable and execution of schemes of arrangement, and require clearer disclosures to investors and shareholders. The revised code strengthens Rule 13 on deal protection measures by capping total break fees payable by an offeree company at 1% of its value and requiring the offeree board and its financial adviser to explain to the Council why such a fee is in shareholders' best interests. It also gives guidance on when exclusivity granted to an offeror may be anti-competitive and allows the Council to require remedial action. For schemes of arrangement, the shareholder meeting must be held within six months of announcement, and both the offeror and offeree must take all necessary steps to make an approved scheme effective without delay. On offeror conduct, a party that has made a no increase or no extension statement cannot return with a higher-priced or extended offer until the later of three months after the original offer closes or lapses, or the end of a competing offer period. If an indicative price was disclosed before a firm offer announcement, the announced price cannot be lower. The Council may also impose a 28-day deadline on a potential offeror that has left its intentions unclear for a prolonged period. The code also adds disclosure requirements around frustrating actions. An offeree seeking shareholder approval for such an action must obtain and disclose independent advice, and where an asset sale competes with a share offer, the offeree must disclose the quantified expected cash proceeds to be returned to shareholders, to be treated as a profit forecast under the code. The amendments take effect on 16 July 2026.
Monetary Authority of Singapore2026-06-16
Monetary Authority of Singapore issues revised takeover code with 1 percent break fee cap and scheme deadline
The Monetary Authority of Singapore has issued a revised Code on Take-overs and Mergers that tightens rules on break fees, offeror statements, schemes of arrangement and frustrating actions. Key changes include a 1% cap on break fees, a six-month deadline to hold scheme meetings, and new disclosure and conduct requirements for competing transactions. The amendments take effect on 16 July 2026.