[Last updated: 1 June 2022, unless otherwise noted]

Following a mandatory or voluntary general offer, if the bidder exercises its squeeze-out rights to achieve 100% ownership of the target company, an application is made by the listed target company to the SGX-ST for confirmation of delisting.

If the bidder is unable to exercise its squeeze-out rights but the percentage of the total number of issued shares (excluding treasury shares) held in public hands nevertheless falls below 10%, the listed target company must announce that fact as soon as practicable and the SGX-ST will at the close of the offer suspend the trading of all the shares. The SGX-ST may allow the listed target company a period of three months (or a longer period if the SGX-ST agrees) to raise the percentage of shares in public hands to at least 10%, failing which the listed target company may be delisted from the SGX-ST.

The target company may also choose to apply to the SGX-ST for a voluntary delisting, which is subject to the target company holding a general meeting to seek shareholder approval for the delisting, and an exit offer (which must be opined upon as fair and reasonable by an independent financial adviser) must be made. The resolution to delist must be approved by a majority of at least 75% of the total number of issued shares (excluding treasury shares and subsidiary holdings) held by the shareholders present and voting on a poll. The bidder and parties acting in concert with it must abstain from voting on the delisting resolution. See 4 for more details.

In addition to the above, a delisting can be effected through the following mechanisms:

• A scheme of arrangement under section 210 of the Companies Act, which provides for an acquisition of the securities of the target company on an 'all or nothing' basis. If the scheme is successful in obtaining the requisite majority approval of the different classes of holders, then the bidder can acquire all the shares of the target company, including dissenting shareholders' shares. This would result in a delisting of the target company. See 4 for more details.
• An amalgamation under sections 215A to 215J of the Companies Act, whereby the target company is amalgamated with the bidder, with the bidder or special purpose vehicle remaining as the surviving entity. As the target company ceases to exist, it would result in a delisting of the target company. See 4 for more details.
• A selective capital reduction under section 78G of the Companies Act, where all the shares held by the minority shareholders will be cancelled, with a sum constituting part of the total paid-up share capital of the target company being cancelled and returned to the minority shareholders. However, this exercise requires (a) a special resolution to be passed at a general meeting on a poll, i.e., approval of at least 75% of all shares voted by shareholders present and voting on a poll at the general meeting, with the bidder and its concert parties to abstain from voting; and (b) the approval and confirmation by the High Court.

Separately, after delisting, if the target company is incorporated in Singapore and has no more than 50 shareholders, a special resolution may be passed to privatize the target company.

You may also refer to Baker McKenzie's Global Guide to Take-Private Transactions, which covers some of the noteworthy features and requirements applicable to take-private transactions.