IN RECENT months, property firm Wheelock Properties and Norwegian shipyard Vard Holdings were subject to privatisation offers that involved seemingly confusing and possibly contradictory advice from the respective Independent Financial Advisers (IFAs) to their boards. If IFAs are to properly serve minority shareholders who are the ultimate recipients of IFA advice, a closer study of the two cases should prove useful.

Before delving into either case, it's worth noting that in February last year, the Securities Industries Council (SIC) - which administers the Singapore Code on Takeovers and Mergers - amended its 2014 Practice Note that sets out the guidance on the advice to be given by IFAs in connection with takeovers, whitewash transactions and transactions which fall under the ambit of the Code.

The advice is usually intended for the offeree company's boards and through them, is transmitted to the offeree's shareholders as to whether to accept or reject the offer.