Section 139

This section and section 140 apply to and in relation to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all corporations or bodies unincorporate, whether incorporated or carrying on business in Singapore or not, and extend to acts done outside Singapore.

For the more effective administration, supervision and control of take‑over offers and matters connected therewith, the Authority is to, on the advice of the Securities Industry Council and under section 321, issue a code known as the Singapore Code on Take‑overs and Mergers (called in this Act the Take‑over Code).

To avoid doubt, the Take‑over Code is deemed not to be subsidiary legislation.

The Take‑over Code applies to a take‑over offer and to matters connected therewith, and all parties concerned in a take‑over offer or a matter connected therewith must comply with its provisions.

The Take‑over Code is administered and enforced by the Securities Industry Council.

The Authority may, on the advice of the Securities Industry Council, revise the Take‑over Code by deleting, amending or adding to the provisions thereof.

The Securities Industry Council may issue rulings on the interpretation of the general principles and rules in the Take‑over Code and lay down the practice to be followed by parties concerned in a take‑over offer or a matter connected therewith, and such rulings or practice is final.

A failure of any party concerned in a take‑over offer or a matter connected therewith to observe any of the provisions of the Take‑over Code does not of itself render that party liable to criminal proceedings but any such failure may, in any proceedings whether civil or criminal, be relied upon by any party to the proceedings as tending to establish or to negate any liability which is in question in the proceedings.

Nothing in subsection (8) is to be construed as preventing the Securities Industry Council from invoking such sanctions (including public censure) as it may decide in relation to breaches of the Take‑over Code by any party concerned in a take‑over offer or a matter connected therewith.

Where the Securities Industry Council has reason to believe that any party concerned in a take‑over offer or a matter connected therewith, or any person advising on a take‑over offer or a matter connected therewith, is in breach of the provisions of the Take‑over Code or is otherwise believed to have committed acts of misconduct in relation to such take‑over offer or matter, the Securities Industry Council has power to enquire into the suspected breach or misconduct.

For the purpose of subsection (10), the Securities Industry Council may summon any person to give evidence on oath or affirmation, which it is authorised to administer, or produce any document or material necessary for the purpose of the enquiry.