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Securities Industry Council Issues Consultation Paper on Amendments to the Singapore Code of Take-overs and Mergers 
Posted on Wednesday, June 21, 2006 - 07:00 PM

The Securities Industry Council ("SIC" or the "Council") today issued a consultation paper on proposed amendments to the Singapore Code of Take-overs and Mergers (the "Singapore Code") to keep pace with market innovations and international practices. SIC invites interested parties to give their views and comments on the consultation paper. A copy of the consultation paper is available on the MAS website at http://www.mas.gov.sg/masmcm/bin/pt1SIC_Overview.htm.

The consultation paper is the result of discussions with investment bankers and lawyers active in the field of mergers and acquisitions. Key proposals in the paper include the following:-

• with respect to foreign corporations and business trusts listed on the Singapore Exchange, to apply the Singapore Code only to those with a primary listing in Singapore;
  
• subject to conditions, to permit break fees where a cash sum will be payable by the offeree company to an offeror if certain specified events occur which have the effect of preventing the offer from proceeding or causing it to fail;
  
• to require offerors to settle acceptances tendered within 10 days;
  
• to increase the Whitewash waiver validity period from two to five years;
  
• to levy fees for lodgement of offer documents and Whitewash circulars;
  
• to apply the Singapore Code to Real Estate Investment Trusts; and
  
• to take into account exposure to options and derivatives when determining whether a person has triggered a mandatory bid obligation for an offeree company.

Written comments can be submitted either by post or electronic mail to Council by Friday, 28 Jul 2006.

For further information, please call:
Mr Daniel Teo
Tel: 62299 830