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In the wake of the privatisation and delisting of a number of companies listed on the Singapore Stock Exchange, it is timely to examine the methods available to effect a squeeze-out under the laws of Bermuda, the Cayman Islands and the British Virgin Islands (“BVI”) and the attendant rights of minority shareholders of such companies in the context of squeeze-outs, as some of these privatising companies are established in these jurisdictions. At the time of writing, there are 101 Bermuda companies, 17 Cayman Islands companies and 2 BVI companies listed on the Singapore Stock Exchange.
At the outset, it is worth noting that neither Bermuda, the Cayman Islands nor the BVI has in place any laws or regulations of general application which require takeover offers to be made by persons who acquire significant holdings of shares in Bermuda, Cayman or BVI companies or otherwise regulate takeovers of shares in such companies (with the exception, in Bermuda, of private acts which do not have general application). However, the Singapore Code on Take-overs and Mergers and certain provisions of the Singapore Securities and Futures Act apply to take-over offers of Bermuda, Cayman or BVI companies listed on the Singapore Stock Exchange. This article does not deal with the issues that may arise from the listing requirements of the Singapore Stock Exchange or the Singapore take-overs and mergers laws.
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Squeeze-outs and Minority Shareholders’ Rights