KepCorp offer: Shift in vested powers between board, shareholders?

IN the letter "Shareholder nod not needed in Keppel Corp bid: SGX" (BT, Jan 31), Singapore Exchange clarified that it has not granted any rule exemption for Keppel Corporation Limited (KCL) to acquire the shares in Keppel Land Limited (KLL) that it does not already own.

In KCL's offer announcement, "Voluntary Conditional Cash Offer for Keppel Land Limited" dated Jan 23, para 6.2 states: "The SGX-ST has advised KCL that the requirement for the Offer to be approved by the shareholders of KCL under Rule 1014(2) of the Listing Manual is not applicable subject to the provision of an opinion from the board of directors of KCL (KCL Board) that there will be no material change in the risk profile of KCL arising from the Offer and the basis for their opinion, which opinion should be disclosed in this Announcement."

In its letter, SGX pointed to Practice Note 10.1 (PN 10.1) and said that as the acquisition does not change the risk profile or the main business of Keppel Corp, it does not need shareholder approval.