[Last updated: 1 January 2025, unless otherwise noted]
2.1 Main legal framework
The main rules and principles of Singapore law relating to public takeover bids can be found in:
- the Code;
- the listing manual of the Singapore Exchange Securities Trading Limited ("SGX-ST") ("Listing Manual");
- the Companies Act 1967 of Singapore ("Companies Act"); and
- the Securities and Futures Act 2001 of Singapore ("Securities and Futures Act").
2.2 Other rules and principles
Aside from the main legal framework for public takeover bids in Singapore, there are a number of additional rules and principles that are to be taken into account when preparing or conducting a public takeover bid, such as:
- The rules relating to the disclosure of significant shareholdings in listed companies (the so-called transparency rules). These rules are based on the Companies Act and the Securities and Futures Act. For further information, see 3.4 below.
- The rules relating to insider dealing and market manipulation (the so-called market abuse rules). These rules are found in the Securities and Futures Act. For further information, see 3.3 below.
- The rules relating to the public offer of securities and the admission of these securities to trading on a regulated market. These rules could be relevant if the consideration that is offered in the public takeover bid consists of securities. These rules are found in the Listing Manual.
- The general rules on the supervision and control over the financial markets.
- The rules and regulations regarding merger control. These rules and regulations are not further discussed herein.
2.3 Supervision and enforcement by the Securities Industry Council
Public takeover bids are subject to the supervision and control of the Securities Industry Council ("SIC"). The SIC administers and enforces the Code. The Code is issued by the Monetary Authority of Singapore ("MAS"), the paramount securities regulator in Singapore.
The SIC has a number of legal tools that it can use to supervise and enforce compliance with the Code, including private reprimands, public censures, depriving the offender of its ability to enjoy the facilities of the securities market and administrative fines. In addition, the SIC has the power to investigate any dealing in securities connected with a public takeover. If the SIC finds evidence to show that a criminal offence has taken place, whether under the Companies Act, the Securities and Futures Act or otherwise, it will refer the matter to the appropriate authorities.
The SIC also has the power to grant (in certain cases) exemptions from the rules that would otherwise apply to a public takeover bid.
2.4 Foreign investments
There are sector-specific regimes containing ownership and control provisions that cover investments including foreign investments. Additionally, under Section 125(1)(n) of the Insolvency, Restructuring and Dissolution Act 2018, the court may order the winding up of a company if it is used against Singapore's national security or interest.
The Significant Investments Review Act which came into force on 28 March 2024, is administered by the Office of Significant Investment Review, which is situated within the Ministry of Trade and Industry (MTI).
Additionally, the following sector-specific regimes contain ownership and control provisions:
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Legislation |
Brief description |
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Banking and finance |
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Banking Act 1970 administered by the Monetary Authority of Singapore (MAS) Relevant provisions: Section 15A and Section 15B |
The act provides for the licensing and regulation of the businesses of banks, merchant banks and related institutions, and the credit card and charge card business of banks, merchant banks and other institutions. Approval or notification will be required for substantial shareholders and controllers of banks incorporated in Singapore, merchant banks in Singapore and licensees of credit card and charge business. Approval will also be required for shareholders of merchant banks in Singapore. |
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Credit Bureau Act 2016 administered by the MAS Relevant provisions: Section 40 |
The act provides for the regulation of certain credit bureaus, the credit reporting business and certain members of these credit bureaus to whom the credit bureaus provide customer information, and for matters connected with any of these. Approval will be required for substantial shareholders and controllers of licensed credit bureaus. Approval will also be required for any agreement or arrangement to act together with any person with respect to their interests in voting shares in a licensed credit bureau. |
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Financial Advisers Act 2001 administered by the MAS Relevant provision: Section 65 |
The act regulates financial advisers and their representatives and supervisors. Approval will be required for controllers of licensed financial advisers. |
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Finance Companies Act 1967 administered by the MAS Relevant provision: Section 12 |
The act licenses and controls finance companies. Approval will be required for substantial shareholders and controllers of finance companies incorporated in Singapore. |
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Financial Holding Companies Act 2013 administered by the MAS Relevant provisions: Section 13, Section 14, Section 20 and Section 21 |
The act regulates financial holding companies. Approval will be required for substantial shareholders and controllers of designated financial companies that are regulated under the act. |
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Financial Services and Markets Act 2022 administered by the MAS Relevant provision: Section 149 |
The act provides for a financial sector-wide regulation of financial services and markets, the exercise of control over and the resolution of financial institutions and their related entities, and the licensing and regulation of digital token service providers. Approval will be required prior to becoming a 20% controller of a licensed digital token service provider. |
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Insurance Act 1966 administered by the MAS Relevant provisions: Section 26 and Section 27 |
The act regulates insurance businesses in Singapore, insurers, insurance intermediaries and related institutions. Approval will be required for substantial shareholders and controllers of licensed insurers incorporated in Singapore and for controllers of registered insurance brokers. Approval will also be required for any agreement or arrangement to act together with any person with respect to their interests in voting shares in a licensed insurer incorporated in Singapore. |
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Payment Services Act 2019 administered by the MAS Relevant provisions: Section 28 and Section 59 |
The act provides for the licensing and regulation of payment service providers and the oversight of payment systems. Approval will be required for controllers of licensees and operators of designated payment systems. Approval will also be required for any agreement or arrangement to act together with any person regarding their interests in voting shares in an operator of a designated payment system. |
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Securities and Futures Act 2001 administered by the MAS Relevant provisions: Section 27, Section 46U, Section 70 and Section 81ZE |
The act regulates activities and institutions in the securities and derivatives industry, financial benchmarks and clearing facilities. Approval will be required for substantial shareholders and controllers of certain financial institutions that are approved, recognized or licensed under the act. |
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Trust Companies Act 2005 administered by the MAS Relevant provision: Section 16 |
The act provides for the licensing and regulation of trust companies. Approval will be required for controllers of a licensed trust company incorporated in Singapore and notification will be required for controllers of a licensed trust company incorporated outside Singapore. |
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Healthcare |
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Healthcare Services Act 2020 administered by the Ministry of Health (MOH) |
The act was enacted to replace the Private Hospital and Medical Clinics Act in a move toward a services-based and premises-neutral approach to the regulation of Singapore's healthcare system. The main objectives are to better safeguard patient safety and welfare, and provide greater regulatory clarity for licensees, while enabling the development of new and innovative healthcare services in the changing healthcare environment. Key ownership and control provisions include controls for both the licensee and key office holders, as follows:
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Information, communications and media |
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Info-communications Media Development Authority Act administered by the Ministry of Communication and Information (MCI) and the Infocomm Media Development Authority (IMDA) Relevant provision: Section 65 |
The act gives the IMDA the powers to issue directions and codes of practices on competition and consumer protection matters in the media industry. The act requires "regulated persons"* to obtain the IMDA's approval to merge, consolidate with or be taken over by another regulated person or any other person carrying on any business connected to the provision of media services in Singapore. * This refers to newspaper companies or the proprietor of a newspaper, as defined in the Newspaper and Printing Presses Act, or broadcasting licensee, as defined in the Broadcasting Act. |
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Newspaper and Printing Presses Act 1974 administered by the MCI Relevant provisions: Section 11 and Section 12 |
The act regulates printing presses and newspaper companies in Singapore, and newspapers that are printed, published, sold or distributed in Singapore. Those who publish a newspaper once a week or more frequently are required to form a newspaper company, and such entities are subject to controls (including rules on shareholding limits). All directors in the newspaper company must be Singaporean citizens and 1% or more of the issued and paid-up capital by the company must be management shares (MS). MS are only issued/transferred to Singaporean citizens or corporations subject to the minister's approval, and accord greater voting rights to MS holders only in resolutions relating to the appointment or dismissal of a director or any member of staff of a newspaper company. The minister's approval must be given for any person to become a substantial shareholder, 12% controller or an indirect controller of a newspaper company. The minister may also direct or restrict the transfer or disposal of the shares held by the person in question if there is noncompliance with the relevant requirements and approvals pertaining to the control of the newspaper company. |
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Telecommunications Act 1999 administered by the MCI and the IMDA Relevant provision: Section 38 |
The act is the legislative framework that governs the regulation of Singapore's telecommunications sector. The act provides the IMDA the powers to grant licenses and issue directions, codes of practices and standards of performances to regulate telecommunications systems and services, and the conduct of telecommunications licensees, among others. Designated telecommunication licensees (DTLs) are required to notify the IMDA of specified changes in ownership and control of DTLs. Further, the IMDA's approval must be given for any person to acquire specified levels of ownership or control in DTLs. DTLs are also required to seek the IMDA's approval for the appointment of key appointment holders, including the DTL's directors and chief executive officer. The IMDA may direct the DTL to remove such key appointment holders if they are appointed without the IMDA's approval or if conditions of approval are breached. |
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Broadcasting Act 1994 administered by the MCI and the IMDA Relevant provisions: Section 35 and Section 36 |
The act regulates dealing in, operation of and ownership in broadcasting services and broadcasting apparatus. It also regulates online communication services accessible by Singapore end users. Specified changes in ownership and control of broadcasting companies that hold a relevant license are subject to the minister's approval, such as when individuals seek to be a substantial shareholder, 12% controller or an indirect controller of a broadcasting company that holds a relevant license. Broadcasting companies that hold a relevant license are required to seek prior approval from the IMDA for the appointment of key appointment holders. |
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Postal Services Act 1999 administered by the IMDA Relevant provision: Section 26B |
The act governs the regulation of Singapore's postal sector and the nationwide public parcel locker network. Under the act, the IMDA has the powers to do the following, among others:
Designated postal licensees (DPLs) are required to notify the IMDA of specified changes in ownership or control of DPLs. Further, the IMDA's approval must be given for any person to acquire specified levels of ownership or control in DPLs. DPLs are also required to seek the IMDA's approval for the appointment of key appointment holders, including the DPL's directors and chief executive officer. The IMDA may direct the DPL to remove such key appointment holders if they are appointed without the IMDA's approval. |
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Public utilities |
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Public Utilities Act 2001 administered by the Public Utilities Board (PUB) Relevant provision: Section 44F |
The PUB, as the national water agency, manages Singapore's water supply, water catchment and used water in an integrated way. Part 4A of the act imposes legislative controls on designated parties (entities, business trusts or trusts) that are critical to water security. Notification or approval obligations for specified changes in ownership and control of designated parties (entities, business trusts or trusts) and the acquisition as a going concern of (parts of) the designated party's business or undertaking, will be imposed on buyers of the designated parties. |
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Electricity Act 2001 administered by the MTI and the Energy Market Authority (EMA) Relevant provision: Section 30B |
The act creates a market framework for the electricity industry. It makes provision for the safety, technical and economic regulation of (i) the generation, transmission, supply and use of electricity and (ii) the other matters connected therewith. Notification or approval obligations for specified changes in ownership and control of designated licensees and the acquisition as a going concern of (parts of) the designated licensee's business or undertaking, will be imposed on buyers and the designated licensees. Designated licensees will also be required to seek approval for the appointment of key officers. |
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Gas Act 2001 administered by the MTI and the EMA Relevant provision: Section 63B |
The act creates a market framework for the gas industry. It makes provision for the safety, technical and economic regulation of (i) the transportation and sale of gas and (ii) the other matters connected therewith. Notification or approval obligations for specified changes in ownership and control of designated licensees and the acquisition as a going concern of (parts of) the designated licensee's business or undertaking, will be imposed on buyers and the designated licensees. Designated licensees will also be required to seek approval for the appointment of key officers. |
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Security and emergency services |
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Police Force Act 2004 administered by the Ministry of Home Affairs Relevant provision: Section 88 |
The act governs the organization, discipline and related matters of the Singapore Police Force and Auxiliary Police Forces (APFs). The act also regulates the employers of APFs. Prior approval or notification for specified changes in ownership and control, and acquisition as a going concern of the business or undertaking of an employer of an APF are imposed on buyers, sellers and the employer. The employer of an APF is also required to seek prior approval for the appointment of any person as its chief executive officer, chair and directors. Such persons may be removed if they have been appointed without approval or if conditions of approvals are breached. |
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Transport |
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Maritime Port Authority of Singapore Act 1996 administered by the Maritime Port Authority (MPA) Relevant provision: Section 86F |
The act provides for the functions, duties and powers of the MPA, including the licensing and regulation of marine and port facilities and services. There are notification or approval obligations for specified changes in ownership and control of designated entities. There may be other ownership and control provisions in the license conditions for MPA licensees. |
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Civil Aviation Authority of Singapore Act 2009 administered by the Civil Aviation Authority of Singapore (CAAS) Relevant provision: Section 57 |
The act provides for the functions, duties and powers of the CAAS, including the licensing of airport operators and the regulation of airport development and operations. There are approval obligations for specified changes in ownership and control of the airport licensee and for the acquisition as a going concern of the business of an airport licensee (or any part thereof) conducted pursuant to its license for an airport. The airport licensee must also not appoint key officers without the prior approval of the CAAS. Such officers may be removed if they have been appointed without approval. |
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Rapid Transit System Act 1995 administered by the Land Transport Authority (LTA) Relevant provision: Section 18A |
The act provides for the planning, construction, operation and maintenance of rapid transit systems. A rail licensee must not appoint, reappoint or remove key officers without the approval of the LTA. Such officers may be removed or reinstated if they have been appointed or removed (as the case may be) without approval. There may be other ownership and control provisions in the license conditions for LTA licensees. |
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Bus Services Industry Act 2017 administered by the LTA Relevant provision: Section 19 Note: The Ministry of Transport has also introduced the Transport Sector (Critical Firms) Bill on 3 April 2024 which will amend the Bus Services Industry Act 2017 to introduce provisions in relation to the control of designated entities. |
The act provides for the regulation and provision of public bus services and the operation of bus interchanges and bus depots. A bus licensee must not appoint, reappoint or remove key officers without the approval of the LTA. Such officers may be removed or reinstated if they have been appointed or removed (as the case may be) without approval. There may be other ownership and control provisions in the license conditions for LTA licensees. |
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Transport Sector (Critical Firms) Act 2024 |
There are notification and approval obligations for change in shareholding/management and other supervisory controls for designated transport entities under the:
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2.5 General principles
The following general principles apply to public takeovers in Singapore. These are based on the Code:
- persons engaged in public takeovers must observe both the spirit and the precise wording of the general principles and rules. Moreover, the general principles and the spirit of the Code will apply in areas not explicitly covered by any rule;
- while the boards of a bidder and a target company and their respective advisers and associates have a primary duty to act in the best interests of their respective shareholders, the general principles and rules will inevitably impinge on the freedom of action of boards and persons involved in public takeovers. They must therefore accept that there are limitations on the manner in which those interests can be pursued in public takeovers;
- a bidder must treat all shareholders of the same class in a target company equally;
- rights of control must be exercised in good faith and oppression of the minority is wholly unacceptable;
- where effective control of a company is acquired or consolidated by a person, or persons acting in concert, a general offer to all other shareholders is normally required;
- a bidder should announce an offer only after the most careful consideration. Before taking any action which may lead to an obligation to make a general offer, a person and their financial advisers should be satisfied that he can and will continue to be able to implement the offer in full;
- if the board of a target company has received a bona fide offer or has reason to believe that a bona fide offer is imminent, it must not, without the approval of its shareholders in general meeting, take any action on the affairs of the target company that could effectively result in any bona fide offer being frustrated or the shareholders being denied an opportunity to decide on its merits;
- a target company board which receives an offer or is approached with a view to an offer being made, should, in the interests of its shareholders, seek competent independent advice;
- in the course of a public takeover, or when such transaction is in contemplation, the bidder, the target company and their respective advisers must not give information to some shareholders that is not made available to all shareholders. This principle does not apply to the provision of information in confidence by the target company to a bona fide potential bidder or vice versa;
- shareholders should be given sufficient information, advice and time to enable them to reach an informed decision on an offer. No relevant information should be withheld from them;
- any document or advertisement addressed to shareholders containing information, opinions or recommendations from the board of a bidder or target company or its advisers, should, as with a prospectus, meet the highest standards of care and accuracy. Profit forecasts require special care;
- all parties to a public takeover should make full and prompt disclosure of all relevant information and use every endeavor to prevent the creation of a false market in the shares of a bidder or target company. Parties to such transactions must take care not to make statements which may mislead shareholders or the market; and
- directors of a bidder or a target company should, in advising their shareholders, have regard to the interests of shareholders as a whole, and not to their own interests or those derived from personal or family relationships. Shareholders of companies which are effectively controlled by their directors must accept that the attitude of their board on any offer will be decisive. There may be good reasons for the board rejecting an offer or preferring the lower of two offers. The board must carefully examine its reasons for doing so and be prepared to explain its decision to shareholders.