TTJ Holdings

[ghchua]

Hi dreamybear,

Essentially, what it means is that the Takeover Code overwrites SGX listing rules. SGX listing rules is just an overlay over the Singapore Companies Act. Singapore Companies Act is law, SGX is listing rules.

But you can come back and tell me, can SGX Regco changed its listing rules to fix this loophole? Yes, they can. So, you change the listing rules to tell companies that you cannot delist unless your offer is deemed "fair and reasonable" by the IFA. But you cannot stop the compulsory acquisition, since they are exercising their right under the Company Act (i.e. law). So what happens? We have a company listed on SGX with the controlling shareholder holding 100% of the company. Stock is possibly going to be suspended indefinitely. Eventually, you have no other choice but to delist the company if they are not going to restore their free float to maintain their listing status.

Therefore, there is no point changing the SGX listing rules. The change has to come at the Companies Act level.