15 July 2021
On 29 June 2021, the Monetary Authority of Singapore (“MAS”), Securities Industry Council (“SIC”) and Singapore Exchange Regulation (“SGX RegCo”) announced that listed issuers and parties involved in rights issues and take-over or merger transactions will continue to have the option to electronically disseminate offer documents through publication on SGXNET and their corporate websites, beyond 30 June 2021. This temporary measure will be in place until revoked or amended by MAS, SIC and SGX RegCo. To provide certainty to listed issuers and relevant parties, at least six months’ advance notice will be given before the temporary measure ceases to be available.
With the extension, rights issues and take-over or merger transactions can proceed within prevailing safe management measures, effectively reducing physical interaction at workplaces needed to prepare, print and deliver a large number of offer documents, amid the Covid-19 situation. This extension is aligned to the extension of the alternative meeting arrangements under the Covid-19 (Temporary Measures) Act 2020. More information on the extension can be found in our article “Covid-19: MinLaw further extends duration of legislation for alternative meeting arrangements”.
Under the temporary measure, issuers and parties who opt to disseminate their offer documents electronically must send:
- a hardcopy notification to shareholders with instructions on how they can access the electronic version of the offer documents; and
- the hardcopy application or acceptance forms to shareholders.
These requirements will ensure that shareholders continue to be informed of these significant corporate actions by mail during this time and are able to participate in the corporate actions.
Parties undertaking rights issues or take-over or merger transactions are strongly encouraged to allow shareholders to apply and pay for the subscription of rights issues, accept offers and inspect documents through the internet. Details on these internet channels may be set out in the hardcopy notification provided to shareholders. Shareholders are encouraged to use the internet channels where these are available.
In a public statement, SIC further extended the temporary measure allowing take-over documents to be disseminated electronically beyond 30 June 2021 until further notice. Parties must consult SIC before they despatch take-over documents by post or electronically. SIC states that it will normally agree to the arrangements where both the offeror and offeree company elect to disseminate the documents in the same manner.
By way of background, these temporary measures were initially introduced on 6 May 2020 and are effected through the Securities and Futures (Offers of Investments) (Temporary Exemption From Sections 277(1)(c) and 305B(1)(b)) Regulations 2020 for rights issues, and the adoption of alternative arrangements by SIC for take-over and merger transactions.
To provide guidance to issuers and their professional advisers on the publication of an electronic offer information statement and the inclusion of cautionary statements, MAS issued its “Guidelines on the Securities and Futures (Offers of Investments) (Temporary Exemption from Sections 277(1)(c) and 305B(1)(b)) Regulations 2020” on 6 May 2020.
The following materials are available on the MAS website www.mas.gov.sg:
- MAS press release: Further extension of temporary measure to allow for electronic dissemination of rights issue and take-over documents
- SIC public statement on the further extension of the temporary measure to allow for electronic despatch of take-over documents under the Singapore Code on Take-overs and Mergers
- Guidelines on the Securities and Futures (Offers of Investments) (Temporary Exemption from Sections 227(1)(c) and 305B(1)(b)) Regulations
In addition, we have a cross-disciplinary Covid-19 Legal Task Force consisting of Partners across various practice areas to provide rapid assistance. Should you have any queries, please do not hesitate to get in touch with us at firstname.lastname@example.org.