There are a number of scenarios that may result in the delisting of a company from the official list of the Singapore Exchange Securities Trading Limited (SGX-ST). The typical delisting scenarios are: (i) delisting following a takeover (mandatory or voluntary) or privatisation by a scheme of arrangement with the company not being able or willing to reinstate the public float of 10% within the time frame permitted by the SGX-ST; (ii) voluntary delisting (coupled with an exit offer) propositioned by a company; and (iii) failure of the company to meet or continue to meet certain listing requirements resulting in an SGX-ST directed delisting.
When a company is delisted, its shares are no longer eligible for trading on the stock exchange. As a shareholder and if you continue to hold on to the shares post-delisting, you will continue to have legal and beneficial ownership and rights over the shares that you hold in the company. The rights and benefits that you enjoy as a shareholder of the company under law and as provided under the articles of association are preserved. Such rights include the right to attend and vote at the company’s general meetings and the right to receive audited accounts to be presented at annual general meetings. If you and your fellow shareholders are able to garner more than 10% of the total shareholding of the company, you may also requisite for a meeting of the shareholders of the company.
Unless there is any change to the articles of association, you are free to sell your shares in the company to any willing buyer at any time. Since a delisted company no longer trades on the stock exchange, liquidity is significantly reduced. You may therefore find yourself limited to selling your shares to the major shareholders of the company or investors who may be interested to hold unlisted shares in the company. You should determine if there is still room for you to require the company or, in the case of a takeover situation, the offeror, to buy your shares(1). The SGX-ST, unlike the New York Stock Exchange, does not provide over-the-counter (OTC) facilities to shareholders of delisted companies to sell their shares. Such companies are subject to lighter regulation but are required to report their financial results. Unlike the New York Stock Exchange, the SGX-ST also does not provide for the disposal of shares of a delisted company by way of a “Pink Sheet”(2).
Notes:
(1) For example, under Section 215(3) of the Companies Act, you have a right as shareholder to require the company to acquire your shares within a period of 3 months from the date of receipt of notification that 90% or more of the shares in issue have been acquired by a company or corporation pursuant to a takeover, scheme of arrangement or other contractual arrangements.
(2) A “Pink Sheet” is only a quotation system and subject to even less regulation than OTC facilities. Companies do not have to register with the stock exchange or report their financial results.
