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Data room for privatisation and delisting

Short answerTaking an SGX company private, by scheme of arrangement or exit offer, needs a room for the offeror's financiers and advisers, the IFA, and the drafting of the scheme document. Organise by workstream, protect price-sensitive data and keep a full disclosure log.

How it works in Singapore

Controlling shareholders, often with a private equity partner, privatise listed companies whose shares trade below what they see as fair value. Schemes of arrangement under section 210 of the Companies Act are common because they deliver 100% ownership once approved and sanctioned.

The offeror needs financing confirmed, often with a bank confirming sufficient resources. The independent directors appoint an IFA, which reviews the business and valuation.

Scheme documents, court papers and SGX and SIC correspondence go through many drafts. A shared, version-controlled space saves time.

Best data rooms for privatisations and delistings

Our five measures re-weighted for this use case, with a small bonus for rooms built for it. Prices before 9% GST.

  1. 1 Ellty ~S$191/mo 9.2 Visit Ellty
  2. 2 iDeals On quote 9.0
  3. 3 Datasite On quote 8.9
  4. 4 Ansarada On quote 8.7
  5. 5 Intralinks On quote 8.6
  6. 6 Firmex On quote 8.5
  7. 7 Drooms On quote 8.5
  8. 8 SmartRoom On quote 8.2
  9. 9 DealRoom On quote 8.1
  10. 10 Box ~S$19/user/mo 8.0
28%Security19%Deal tools24%Permissions16%Ease of use13%Cost

Folder index for privatisations and delistings

01
Due diligenceConfirmatory review documents.
02
FinancingFacility agreements and financial resources confirmation.
03
IFAMaterials provided to the IFA.
04
Scheme documentsScheme booklet drafts, court papers.
05
RegulatorySGX, SIC and other approvals.

Singapore rules that apply

Schemes of arrangement

Approval by a majority in number of shareholders present and voting, representing three-quarters in value, then court sanction.

Take-over Code

Schemes involving SGX companies are subject to the Code, including equal treatment and information rules.

SGX delisting rules

Exit offers for voluntary delisting must be fair and reasonable and meet SGX conditions.

More detail: Take-over Code, SGX listing rules.

Features you need

FeatureWhy it matters hereRooms in our top 10 that list it
Audit trailTime-stamped history of who opened, printed or downloaded each document, exportable for a dispute, insurer or regulator.10 of 10
Dynamic watermarksThe reader's name, email and time are stamped across each page as it opens, so a photographed page can be traced.10 of 10
View and download controlEach file can be set to view-only, print or download, and the setting can be changed later.9 of 10
Q&A workflowBidders post a question against a file; your team drafts, approves and publishes the reply, and the whole thread is kept.9 of 10

How to set it up

  1. Group by workstreamDiligence, financing, IFA and documentation each get their own area.
  2. Control draftsKeep one live version of each document and archive the rest.
  3. Restrict price-sensitive foldersValuation and forecasts to named advisers only.

Mistakes to avoid

  • Draft scheme documents circulating by email.
  • IFA materials mixed with offeror materials.
  • No log of what each party received.

Questions people ask

How long does a Singapore privatisation take?

Often three to five months from announcement to completion for a scheme, with diligence and financing work before that.

Does the IFA need data room access?

Usually yes, to review the information behind its opinion on whether the offer is fair and reasonable.

What approval does a scheme need?

A majority in number representing three-quarters in value of shareholders present and voting, then court sanction.