MAS AMENDS THE SINGAPORE CODE ON TAKE-OVERS AND MERGERS Singapore, 23 March 2012 The Monetary Authority of Singapore

(MAS), on the advice of the Securities Industry Council (SIC), today issued a revised Code on Takeovers and Mergers (Code) pursuant to section 139(6) of the Securities and Futures Act. KEY CHANGES The key changes to the Code are as follows:-

Codify existing practices

Keep pace with product innovation and market developments

clarify that the SIC may take further actions against a person who breaches the Code in addition to depriving him of his ability to enjoy the facilities of the securities market in flagrant cases; state that advisers who breach the Code may be required to abstain from Code-related work; set out the Rules which if breached would normally result in compensation being directed by the SIC; publicise the factors which the SIC would consider in determining whether to permit an offeree company shareholder (who is not part of management) to invest in the bid company to the exclusion of all other offeree company shareholders; clarify the application of the Code to real estate investment trusts and business trusts; clarify when an option or derivative transaction is subject to Rule 14 on mandatory offers, and require persons who would cross the mandatory offer thresholds as a result of such transactions to consult the SIC beforehand; require disclosure of dealings in long options and derivatives over offeree company shares during the offer period by associates who hold 5% or more in the offeree company; require the offeror to disclose the number and percentage of his shareholdings which have been charged as security, borrowed or lent; lower the shareholding threshold for a shareholder to disclose dealings in the offeree company shares during the offer period from 10% to 5%; provide for a class exemption to shareholders of a company from the requirement to make a mandatory offer as a result of the company buying back its shares; and set out the circumstances where shareholders voting together on a board control-seeking resolution might be regarded as parties acting in concert. Clarity in this regard would facilitate greater shareholder engagement.

Enhance disclosure
(g) (h) (i) (j)

Provide greater flexibility Other changes

IMPLEMENTATION DATE The amendments take effect on 9 April 2012. Where parties have doubts as to the consequences of any of the rule changes, particularly the impact on any transaction which is in existence or contemplation, they may consult the SIC prior to 9 April 2012 to obtain a ruling or guidance. Takeover code given compensation bite Business Times (24 Mar 2012) MINORITY shareholders will be better protected, and in certain cases, can look forward to compensation under the new takeover code that will come into effect next month. Having the Securities Industry Council order compensation helps minorities when the code is breached as it is nonstatutory and does not have the force of law. The code's primary objective is fair and equal treatment of all shareholders in a takeover or merger. The revised code will make the takeover process more transparent, require greater disclosure on the holdings of the offeror, and also disallow borrowed shares to be counted as acceptances. Although the latest revision to the code includes some new rules, much of it codifies existing practices including clarifying how the code applies to real estate investment trusts and business trusts.

The SIC yesterday issued the revised Code on Takeovers and Mergers following five months of consultation. Most of the proposals - including explicitly requiring disclosure by the offeror on whether his holdings have been used as collateral or lent out - in October's review have been adopted in the revised code. Among the key changes is the setting out of rules that if breached would normally result in compensation being directed by the SIC. In deciding which breaches would result in compensation, the SIC said that the 'criterion used to determine whether a rule should be included is that the rule should relate to an obligation to make an offer on terms prescribed by the Singapore Code'. 'Where the breach involves such an obligation, found only in the Singapore Code, it is less likely that shareholders will be able to rely on civil remedies to seek compensation in the courts.' The compensation can be either in the form of shares of the offeree company or cash. In 2001, the SIC ordered Eddie Chng to compensate Serial System shareholders an estimated $32 million in shares for breaching the takeover code. He was also barred from holding directorships in companies for two years. Mr Chng had failed to announce a mandatory bid for the company upon his acquiring 25 per cent or more of the company's issued capital on Feb 26, 2001. The takeover trigger has since been revised to 30 per cent. The Code also clarifies sanctions that the SIC can take against the offeror and advisers, typically investment banks who breach the Code. The sanctions include barring the offerer from trading on the Singapore Exchange while advisers can be stopped from doing takeover business. On disclosure of interest which requires details on an offeror's holdings of offeree company shares which have been charged as security, borrowed or lent, the Code has also disallowed borrowed shares to be counted as acceptances. The SIC said that not allowing borrowed shares to be counted as acceptances is also the position in the UK and Hong Kong. This is the third revision of the Code since it was introduced in 1974. The last revision was in 2007.