General Announcement::News release: SGX RegCo requires exit offers to be fair and reasonable

Issuer & Securities

Issuer/ Manager
SINGAPORE EXCHANGE LIMITED
Securities
SINGAPORE EXCHANGE LIMITED - SG1J26887955 - S68
Stapled Security
No

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
11-Jul-2019 07:55:43
Status
New
Announcement Sub Title
News release: SGX RegCo requires exit offers to be fair and reasonable
Announcement Reference
SG190711OTHRRPHS
Submitted By (Co./ Ind. Name)
Adrie Voges
Designation
Vice President
Description (Please provide a detailed description of the event in the box below)
Singapore Exchange Regulation (SGX RegCo) today announced changes to two aspects of the voluntary delisting rules, with immediate effect. The changes come after consultations with market participants and the public.

1. Exit Offer
Exit offers in conjunction with voluntary delistings must not only be reasonable, but also fair. To ensure investors understand the opinions of Independent Financial Advisors (IFAs), SGX expects the bases for determining the fairness and the reasonableness of the offer be separately detailed. SGX will also work with relevant industry bodies to develop guidance and standards for IFAs and their opinions.

2. Shareholder Vote
The offeror and parties acting in concert with the offeror must abstain from voting on the voluntary delisting resolution. Arising from feedback, the approval threshold is maintained at 75% of total number of shares held by independent shareholders present and voting. The 10% block will be removed.

SGX wishes to highlight that offerors should not use other forms of privatisation to avoid complying with the above requirements. Therefore, where a general offer is made, SGX will generally consider waiving the exit offer and the shareholder vote requirements if:
a. the offer is fair and reasonable; and
b. at the close of the offer, the offeror has received acceptances from at least 75% of independent shareholders.

The issuer will remain listed if these waiver conditions are not met. If the public float of the issuer falls below the minimum threshold, SGX RegCo may suspend trading of its securities. In the meantime, the issuer must meet its continuing obligations under the Listing Rules (including restoring its public float). The issuer will be able to delist if a subsequent general offer that meets the waiver conditions is made, or if the issuer enters into a subsequent scheme of arrangement that complies with the Listing Rules.

"In arriving at the new voluntary delisting framework, SGX RegCo was cognisant of the need to ensure that exit offers are fair and reasonable, so as to better align the interests of the offeror and independent shareholders. The feedback we received raised the question of whether delisting is a sufficiently important decision of the issuer to warrant a high approval threshold. We concluded that the approval threshold should be kept at 75%, to give independent shareholders a say in the delisting in all situations," said Tan Boon Gin, CEO of SGX RegCo.

Attachments

20190711_SGX_RegCo_requires_fair_and_reasonable_exit_offers_FINAL.pdf
Total size =536K