SGX RegCo requires exit offers to be fair and reasonable, shareholder vote to exclude offeror and concert parties
THE regulatory arm of the Singapore Exchange (SGX RegCo) has announced changes to two aspects of the voluntary delisting rules for listed firms, with immediate effect. The changes come after consultations with market participants and the public last year. Small investors in companies such as Aztech and Vard had previously complained that the existing rules allow issuers to get away with low-ball exit offers. The first change requires voluntary delisting offers to be both “reasonable” and “fair”, in the opinion of the appointed independent financial adviser (IFA). Until Thursday, an exit offer was only required to be reasonable but not fair. This amounts to “doublespeak”, minority investors have argued before. The new change effectively pushes companies to give shareholders a better exit value if they choose to go private by way of a voluntary delisting. To address other concerns relating to the independence of IFAs and IFA opinions, the SGX said it will also work ...