Singapore legislation
Section 10
Section 10
Special features of newspaper company
(1)
Subject to subsection (15), in every newspaper company —
all the directors must be citizens of Singapore;
there are to be 2 classes of shares, namely, management shares and ordinary shares; and
management shares must not be issued or transferred except to citizens of Singapore or corporations who or which have been granted the Minister’s written approval.
(2)
A newspaper company must not refuse to issue or to accept the transfer of management shares to any person who has been granted the Minister’s written approval to purchase or hold the shares except for reasons to be given in writing acceptable to the Minister.
(3)
An appeal against any decision of the Minister under subsection (2) lies to the President whose decision is final.
(4)
As soon as practicable after 1 January 1975, every newspaper company must issue a number of management shares as is equal to 1% or more of its issued and paid-up capital; and where any subsequent issue of shares is made by the newspaper company, 1% of every such issue must consist of management shares.
(5)
Management shares issued under subsection (4) must be for cash and in accordance with the terms specified in this section and —
in the case of a newspaper company the shares of which are quoted on a stock exchange in Singapore or elsewhere — at a price that is equivalent to the market price of the ordinary shares prevailing at the date of the issue;
in the case of a newspaper company the shares of which are not quoted on a stock exchange in Singapore or elsewhere — at a fair and reasonable value that the Minister may determine.
(6)
Upon the determination by the Minister under subsection (5)(b) of a fair and reasonable value to be placed upon management shares, a newspaper company is bound to issue the management shares as soon as practicable at that determined value.
(7)
A person must not continue to hold management shares of a newspaper company if the Minister’s approval given under subsection (1)(c) or (15) has been revoked, and on such revocation —
the person ceases to have any voting rights under those management shares; and
the newspaper company must, as soon as practicable, arrange for the person to be issued with one ordinary share in exchange for each management share held by the person.
(8)
The directors of a newspaper company must, on the requisition of the holders of at least one-quarter of its issued management shares, immediately proceed to convene an extraordinary general meeting of the company to be held as soon as practicable but in any case not later than 2 months after the company receives the requisition.
(9)
Section 176 of the Companies Act 1967 (except subsections (1) and (1A) thereof) has effect in relation to the requisition under subsection (8).
(10)
The holders of both the management and the ordinary shares of a newspaper company are to rank pari passu in respect of all dividends declared by the company and in respect of all bonus and rights issues made by the company as well as in the right to return of capital and to participation in all surplus assets of the company in liquidation.
(11)
A holder of management shares is entitled either on a poll or by a show of hands to 200 votes for each management share held by the holder on any resolution relating to the appointment or dismissal of a director or any member of the staff of a newspaper company but has in all other respects the same voting rights as the holder of ordinary shares.
(12)
Voting on the appointment or dismissal of a director must be by means of a poll and not by a show of hands.
(13)
A holder of management shares must not deal in or in any way mortgage the shares except with the Minister’s approval.
(14)
Management shares must not —
be offered, before issue, to ordinary shareholders; or
be quoted or dealt in on a stock exchange in Singapore or elsewhere.
(15)
The Minister may in writing approve the purchase or acquisition or the holding of management shares by any person who is not a citizen of Singapore and for the appointment of any such person as a director of a newspaper company.
(16)
This section has effect despite any other written law or anything contained in the memorandum or articles of association of a newspaper company.
(17)
In this section, “surplus assets” means all the assets of a newspaper company remaining after the liabilities of the company have been discharged and after the costs of the winding up have been paid or provided for, but before any capital has been paid to the ordinary shareholders or any profits distributed to them.