Singapore’s Securities Industry Council has issued a consultation paper proposing amendments to the Singapore Code on Take-overs and Mergers aimed at tightening regulation of takeover and merger transactions, speeding up schemes of arrangement, and strengthening disclosures for investors and shareholders. Key proposals include prohibiting deal protection measures except in limited circumstances, on the basis that they may deter competing bids. For schemes of arrangement, the Council proposes requiring offerors to take the steps needed to make the scheme effective without delay after shareholder approval, and to hold the scheme meeting within six months of the scheme announcement. The paper also proposes rules to prevent a false market, including restricting later offers following “no increase” or “no extension” statements within a specified window, requiring a 28-day deadline for a potential offeror that has made a holding announcement to clarify whether it will make a firm offer, and mandating that any firm offer be at no less than an indicative price previously disclosed. On frustrating actions, the proposals would require an offeree to quantify the expected cash sum payable to shareholders from a competing asset offer, and to obtain independent advice where shareholder approval is sought for a proposed frustrating action. Comments are due by 5 June 2025.

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