Singapore legislation
Section 64
Section 64
Application of Companies Act in relation to offer of shares or debentures of successor companies
(1)
This section shall apply where —
the Minister for Finance;
the company to which securities of any successor company are issued at the direction of the Minister for Finance under section 62; or
a company to which such securities are transferred at the direction of the Minister for Finance,offers for sale to the public shares or debentures of the successor company.
(2)
If the offer of shares or debentures is accompanied by a full prospectus in respect of which the conditions mentioned in subsection (3) are fulfilled (referred to in this section as the offer prospectus), any form of application for the shares or debentures may (instead of being issued with a full prospectus) be issued with a notice given by the Minister for Finance which includes —
a brief description of the shares or debentures offered, the terms of the offer, the nature of the successor company’s business and its financial position;
an indication of the places in Singapore where copies of the offer prospectus are to be available to members of the public; and
a statement of the effect of subsection (4).
(3)
The conditions referred to in subsection (2) are that —
a copy of the prospectus has been registered with the Registrar of Companies in pursuance of section 50 of the Companies Act; and
arrangements have been made with a view to securing that on or before the date of receipt of the form of application by a member of the public, copies of the prospectus are generally available in Singapore to members of the public.
(4)
Where a form of application is issued without a full prospectus but with a notice given by the Minister for Finance under subsection (2), then, for the purposes of any enactment or any rule of law —
the notice shall be taken to have incorporated the offer prospectus; and
any application for the shares or debentures which is made in pursuance of the notice shall be taken to have been made in pursuance of that prospectus.
(5)
Section 48 of the Companies Act [Cap. 50] shall not apply to any advertisement offering or calling attention to any offer or intended offer of shares or debentures of the successor company to the public for subscription or purchase if the advertisement is published or disseminated by or on behalf of any Minister.
(6)
In this section, “full prospectus” means a prospectus which complies, or is deemed to comply, with the requirements of a prospectus under the Companies Act.