Press Release: SIAS Calls on Singapore Paincare to Clarify Actions Following Adjourned Scheme Meeting

Date: December 19, 2025

SIAS Calls on Singapore Paincare to Clarify Actions Following Adjourned Scheme Meeting

SIAS notes the announcement released by Singapore Paincare Holdings Limited (“Singapore Paincare” or the “Company”) on SGX dated 5 December 2025 in relation to the proposed scheme of arrangement (the “Scheme”).

SIAS refers in particular to the following extract from the Company’s announcement:

“As the Offeror and its shareholders do not have available assets, funds or collateral to support a fresh Financial Resources Confirmation, and the Offeror does not anticipate or envision that it will be able to secure alternative sources of funding in order to enable the Offeror Financial Adviser or another appropriate third party to continue to be able to provide the Financial Resources Confirmation, the Cut-Off Date will not be extended.” 

In light of the lapse of the Scheme and its impact on minority shareholders, SIAS calls on the board of directors of Singapore Paincare to provide greater clarity and transparency on the following key issues:

1. Steps taken to reconvene the Scheme meeting

Can the Directors explain what concrete steps have been taken since 27 August 2025 to reconvene the adjourned Scheme meeting? Shareholders should get an update and understand whether reasonable and timely efforts were made to progress the Scheme following its adjournment.

2. Effort to extend or preserve the Scheme

Did the Offeror make reasonable effort and explored all viable options to reconvene the adjourned Scheme meeting and/or try to extend the expiry of the Scheme so that shareholders could vote on the proposal?

3. Disclosure of funding arrangements and expiry risks

Given that the Offeror’s letter dated 25 May 2025 confirmed that sufficient financial resources were available to effect the Scheme, without specifying an end date, was the Board aware that the relevant facilities agreement would lapse after 27 November? If so, should this information have been disclosed to shareholders in a timely manner as material information?

4. Potential breaches of the Take-over Code

Having been made aware of the Offeror’s direct contact with shareholders, which may be in breach of Rules 8.5 and 8.6 of the Singapore Code on Take-overs and Mergers, did the Board investigate the nature and extent of any such communications beyond the reported WhatsApp message? Are there any follow-up actions required with the relevant authorities arising from the Offeror’s direct contact with shareholders?

5. Future direction of the Company

Following the lapse of the Offer, can the Management and Directors update the shareholders on the Company’s strategic direction and prospects? In particular, how does the Board reconcile the forward-looking statements in the recently released annual report with the Company’s communications to shareholders over the past year (and during the now-lapsed offer)?

SIAS is concerned that the circumstances surrounding the lapse of the Offer may set an undesirable precedent for the conduct of takeovers and schemes of arrangement. Transparency, accountability and the fair and equal treatment of shareholders are fundamental principles of the Takeover Code and good corporate governance, and it is important that these principles are upheld in both form and substance.

We should sincerely appreciate the Board’s reply to our queries for the benefit of your shareholders.

 

David Gerald
Founder, President & CEO
SIAS

Click here to see the reply from Singapore Paincare Holdings Limited