When the Take-over Code requires a general offer

Who the Code applies to

The Singapore Code on Take-overs and Mergers applies to companies with a primary listing in Singapore, and to listed REITs and business trusts. Unlisted public companies with more than 50 shareholders and net tangible assets of S$5 million or more should also observe it where possible and appropriate. It does not apply to private companies.

The Code was amended with effect from 16 July 2026. The thresholds for a mandatory offer described below are the same in the revised Code, but check with a lawyer how the other changes affect your situation.

What triggers a mandatory offer

Under Rule 14 of the Code, you must make a general offer to all other shareholders if you, together with anyone acting in concert with you:

• acquire shares that take you to 30% or more of the company's voting rights; or
• already hold between 30% and 50% of the voting rights, and acquire more than 1% more in any six-month period.

What the offer must look like

A mandatory offer must be in cash or come with a cash alternative, at no less than the highest price you or anyone acting in concert with you paid for the shares during the offer period and the six months before it. All shareholders must be treated alike.

The only condition a mandatory offer can carry is that the offeror ends up with more than 50% of the voting rights.

Taking the company private

If an offeror receives acceptances for 90% of the shares it does not already hold, section 215 of the Companies Act lets it compulsorily acquire the rest, though shareholders who object may apply to court. Some takeovers are done instead by a scheme of arrangement, which needs approval from a majority in number of the shareholders voting, representing 75% in value.