Recent years have been marked by a steady flow of delistings from public stock indexes. During the period from 1996 to 2020 the number of U.S. public companies halved from more than 7,000 to less than 4,000, with other major markets experiencing even bigger declines.

These deals have a variety of drivers, including the cost and potential risk of public company reporting requirements, the impact of macro uncertainties on equity prices, and the availability of deep pools of financing on the private markets. With stock valuations squeezed, listed companies have made attractive targets for cash-rich corporates and private equity firms looking to deploy dry powder.

The London Stock Exchange has been particularly affected, with recent research revealing that one in four businesses listed since 2021 have now left the exchange. Meanwhile, Singapore and Hong Kong, whose public M&A regimes are based on the UK Takeover Code, have experienced similar pressures.

So far this year, 18 companies have left the Singapore Stock Exchange (SGX), the highest number since H1 2021. Hong Kong has seen 87 public to private deals, again the highest number in four years.

This dynamic, coupled with important legal and regulatory changes proposed to the Singapore Takeover Code, means we can expect more delistings in the period ahead.

How delistings are executed in Singapore

In Singapore there are a number of mechanisms via which a public company can be delisted. The usual approaches are a voluntary general offer followed by a compulsory acquisition, or by way of a scheme of arrangement.

In the former scenario, an offeror can make a general offer to other shareholders with a view to obtaining overall voting control, which would then be followed by a compulsory share purchase.

Such an offer can be declared unconditional when the offeror receives acceptances relating to 90% of the shares it does not own. Where debt finance is required, lenders will typically prohibit the bidder from declaring the offer unconditional below 90% acceptance without their consent.

Importantly, this route does not require the target company to cooperate.

Schemes of arrangement most popular route

A second option is a scheme of arrangement. Schemes require two-limbed shareholder approval (a majority in number of the shareholders present and voting, and 75% by value). The offeror and its concert parties are not eligible to participate, but crucially the court-approved process results in the bidder acquiring 100% of the shares. As a result this is increasingly the most popular route to a privatization.

As mentioned above, important changes have been proposed to Singapore’s Takeover Code which we anticipate will provide a more favorable regulatory environment for delistings.

While Singapore's public M&A regime is based on the UK Takeover Code, Singapore's Securities Industry Council (SIC—the equivalent to the UK Takeover Panel) has issued it's own set of practice statements, bulletins and other releases.

However, in May 2025, the SIC launched a consultation on proposed amendments designed to bring the Singaporean code closer to prevailing international standards.

One of the key proposals would prohibit break fees except in limited circumstances (at present they are permitted, with fees capped at 1% of the target company’s value). The SIC is proposing to restrict their use as it believes they harm the interests of shareholders. In its view, if a target accepts a higher offer, the payment of the break fee would represent lost value to the buyer. Were the reforms to be successful, it would move Singapore’s takeover regime back into line with that of the UK.

In addition, as part of its reform proposals, the SIC is consulting on changes to the scheme process to improve certainty and increase timeliness, transparency, fairness, and investor protection—key considerations for both local and international investors. As noted above, schemes have become the preferred way to execute a delisting, and we expect these reforms, if successful, will further boost their usage.

Hong Kong takeover code has subtle differences

From a comparative perspective, Hong Kong’s public M&A regime is also founded on the UK Takeover Code, although unlike Singapore, its regulator, the Securities and Futures Commission (SFC), develops practice notes similar to those issued in London. The SFC also publishes quarterly takeover bulletins that explain its position on selected issues. Like the UK Takeover Panel, the SFC issues panel decisions in cases involving particularly novel, important, or difficult points at issue. As a result the application of the Hong Kong code is shaped by a combination of these decisions, informal consultations with the SFC, as well as practitioners’ understanding of market practice.

HKEX hoping to attract secondary listings from overseas

In terms of market landscape, the Hong Kong Stock Exchange has also seen its fair share of delistings in recent years, with the total number of public to private deals in H1 2025 the highest since 2021.

However, the picture here is more nuanced. The HKEX is a deeper capital market than the SGX, and has recently indicated that it is hoping to attract more secondary listings of companies traded in the Middle East and across Southeast Asia that are looking to access Chinese investment. Recent reports reveal that alongside an uptick in privatizations, the number of companies applying to list on the HKEX hit a new high in the first half of this year, beating the existing record which was again set in H1 2021.

The HKEX could see further primary listings if the U.S. follows through with its pledge to delist Chinese companies from U.S. markets. There are currently more than 200 Chinese corporates traded on the NYSE, Nasdaq, and NYSE American, with a combined market capitalization of over USD1.1 trillion.

However there is pressure on the HKEX to loosen its rules around dual class shares in order to facilitate any repatriation. The exchange adapted its rules in 2018 to begin accepting stocks with different voting rights after Alibaba opted to take its USD25 billion flotation to New York. Dual class structures are now permitted for businesses with a market capitalization above HKD10 billion, although the number of votes is capped at ten per share. According to analysis from Bloomberg, 22 of the 27 largest Chinese businesses listed in the U.S. would not comply with the rule—with some shares carrying up to 100 votes.