Singapore has changed the rules of corporate control. The amendments to the Singapore Code on Take-overs and Mergers, announced by the Monetary Authority of Singapore in June on the advice of the Securities Industry Council, took effect on 16 July 2026. They follow a public consultation the Council opened in May 2025.

What moved

MAS frames the package around protecting the competitive process in takeover and merger transactions, improving the certainty and timeliness of schemes, and enhancing disclosure to shareholders.

The threshold shift

Moving the control threshold from 20% to 30% is the change with the widest reach. Under the Code, crossing the control threshold triggers a mandatory general offer for the remaining shares. At 20%, that obligation arrived at a level of shareholding well below practical working control of most listed companies, and the low trigger discouraged stake-building by investors with no intention of a full bid.

Raising it to 30% aligns Singapore with the United Kingdom and Hong Kong, both of which use that figure. The practical effect is more room for substantial minority positions — strategic investors, cornerstone shareholders, activist funds — without the obligation to bid for the whole company.

Break fees and deal protection

The 1% cap on break fees payable by a target to a bidder is tighter than several comparable regimes permit, and the added requirement that target boards and their financial advisers justify the fee to the SIC as being in shareholders’ interests shifts the default. A break fee is no longer something a board simply agrees; it is something a board defends.

The reasoning follows from the competition objective. Generous deal protection deters competing bids, and a competing bid is generally how minority shareholders extract a better price. Boards negotiating exclusivity and cost-coverage arrangements should assume closer scrutiny.

The six-month limit on holding a scheme meeting after announcement addresses a different complaint: schemes that were announced and then drifted, leaving shareholders holding a position they could neither exit nor value. Parties must also take steps to complete approved schemes without delay. Separately, bidders that have issued “no increase” or “no extension” statements now face restrictions on making revised offers for a specified period, which raises the cost of using such statements tactically.

Communications rules that will surprise people

The digital communications provisions will catch teams out. Videos, webcasts and podcasts containing offer information must feature a director or senior executive reading from a script, and need the SIC’s prior consent. Social media use is restricted to reproducing approved announcements or providing neutral links, and excludes argument and opinion.

That is a real constraint on modern investor relations. A chief executive posting an unscripted view on a transaction, or a corporate account sharing favourable commentary with an approving remark, now falls outside the permitted range. Make sure everyone with access to the corporate accounts understands this before a live transaction rather than during one.

Summary

Singapore’s revised Takeover Code took effect on 16 July 2026. The control threshold rose from 20% to 30%, break fees are capped at 1% and must be justified to the SIC, scheme meetings must occur within six months of announcement, and offer-related video and social media communications face prior consent and content restrictions. Anyone building a stake in a Singapore-listed company, defending a bid, or running investor communications during a live deal is working under changed rules.