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Recommending directors have complied with all requirements
WE refer to the article "The things independent directors do for shareholders" by Mak Yuen Teen and Chew Yi Hong (BT, September 19). Now that the offer has closed, we are writing in response to the article.
The writers of the article do not appear to have considered the specific requirements of the Singapore Code on Takeovers and Mergers. Pursuant to Rule 24.3(a)(iv) of the Code, the offeree circular is required to state whether the directors of the offeree company who are independent of the offeror (the "Recommending Directors") intend, in respect of their own beneficial shareholdings, to accept or reject the offer. The Code does not provide for conditional acceptance (ie that a director will only accept the offer if the market price is lower than the offer price).
Once an offer is advised by the independent financial adviser to be fair and reasonable, any acceptance of the offer by the Recommending Directors who hold shares in the offeree company (as disclosed in the offeree circular) is in line with the recommendation to shareholders to accept the offer, and is consistent with the requirements of the Code.
The Recommending Directors who hold shares in the offeree company have acted in full accordance with their intentions as disclosed in the offeree circular. Such Recommending Directors have also complied with all requirements of the Code and relevant legislation.
Any insinuation of the lack of independence on the part of such Recommending Directors is unfounded in fact and without proper basis.
Wheelock Properties (Singapore) Limited