Rules on takeover

[GPD]

Hey folks, need some help getting my head around all these different types of takeover offer.

Mandatory when someone own more than 30% of the shares, voluntary when more than 50%, conditional offer, unconditional offer, etc. These are like a maze to me atm.

Can someone summarise these the different type of offers and/or point me to some doc for further reading. I looked around MAS website but cannot find it.

Thanks.

[desmondxyz]

Mandatory offer: > 30%
Conditional if < 50%, unconditional if >50%

Delist: 90%

Anything else?

[CityFarmer]

Hey folks, need some help getting my head around all these different types of takeover offer.

Mandatory when someone own more than 30% of the shares, voluntary when more than 50%, conditional offer, unconditional offer, etc. These are like a maze to me atm.

Can someone summarise these the different type of offers and/or point me to some doc for further reading. I looked around MAS website but cannot find it.

Thanks.

You might be able to clear most of your questions with the doc below

http://www.cnplaw.com/en/files/articles/...220610.pdf

You might be able to get more from google. Hope it helps

[CityFarmer]

Mandatory offer: > 30%
Conditional if < 50%, unconditional if >50%

Delist: 90%

Anything else?

Conditional means the offer is with condition(s), unconditional means no condition attached. It might not necessary means 50% threshold.

[desmondxyz]

Mandatory offer: > 30%
Conditional if < 50%, unconditional if >50%

Delist: 90%

Anything else?

Conditional means the offer is with condition(s), unconditional means no condition attached. It might not necessary means 50% threshold.

CF, my observation is a conditional offer usually turns unconditional once it hit 50% threshold, why is it so if not because of the rules?

[Harvest Time]

Exception

If the SSH can get whitewash waiver from SGX, then SSH don't need to take over even if it exceed 30% (e.g. during right issue, RTO).

If a company has less than 10% free float, the company can either delist or issue new shares to meet the SGX listing requirement.

If existing SSH is a major shareholder of the company (e.g. founder, Managing Director), even if he has more than 30%, he buy more, he don't need to take over the company.

[CityFarmer]

Mandatory offer: > 30%
Conditional if < 50%, unconditional if >50%

Delist: 90%

Anything else?

Conditional means the offer is with condition(s), unconditional means no condition attached. It might not necessary means 50% threshold.

CF, my observation is a conditional offer usually turns unconditional once it hit 50% threshold, why is it so if not because of the rules?

I assume we are talking on definition, rather than norm. I don't track the norm, but I am clear on the definition.

In the offer doc, there always a section on condition(s), or the offer can be unconditional. It is up to the offeror to define their condition(s), rather than a fixed definition of the 50% threshold.

You may want to refer to the doc I attached with my previous post.

I hope I didn't confuse you further.

[desmondxyz]

I read the document again and it only stated that below 50% the offer is conditional. Meaning above 50% it is up to the offeror to decide conditional or unconditional.

What is a Mandatory Offer?
This is triggered under Rule 14 of the Code when an offeror and parties acting in concert with it acquire shares of the target in amounts crossing the threshold prescribed in Rule 14.
The offer is conditional upon the offeror obtaining a minimum level of acceptance which has the offeror and parties acting in concert with it holding shares that carry more than 50% of the voting rights of the target.

[opmi]

Exception

If existing SSH is a major shareholder of the company (e.g. founder, Managing Director), even if he has more than 30%, he buy more, he don't need to take over the company.

Between 30% to 50%, a substantial shareholder can 'creep' by 1% every 6 months. More than that, must make a mandatory offer.

[specuvestor]

CityFarmer is right. Conditional is based on the condition stipulated by the offeror. Can be 50%, 50%+1 share or like CMA 90%

Partial GO is also a kind of Conditional offer like Wingtai.

Mandatory means by the rules of SGX or Companies Act. Offeror cannot stipulate conditions.