Singapore legislation
Clause 179
Clause 179
Take-over offers
(1)
In this section and in the Tenth Schedule —
Definition
“offeree corporation”, in relation to a take-over scheme or a take-over offer, means the corporation to shares in which the scheme or offer relates;
Definition
“offeror corporation”, in relation to a take-over scheme or a take-over offer, means the corporation or proposed corporation by or on behalf of which any take-over offer under the scheme, or the take-over offer, is made or to be made;
Definition
“take-over offer” means an offer or proposed offer for the acquisition of shares under a take-over scheme;
Definition
“take-over scheme” means a scheme involving the making of offers for the acquisition by or on behalf of a corporation or on behalf of a proposed corporation —
of all the shares in another corporation or of all the shares of a particular class in another corporation; or
of any shares in another corporation which (together with shares, if any, already held beneficially by the first-mentioned corporation or by any other corporation that is deemed by virtue of section 6 to be related to that corporation) carry the right to exercise, or control the exercise of, not less than one-third of the voting power at any general meeting of the other corporation.[Aust.s. 184.]
(2)
A take-over offer shall not be made unless —
the offeror corporation has, not earlier than twenty-eight days, and not later than fourteen days, before the offer is made, given or caused to be given to the offeree corporation notice in writing of the take-over scheme containing particulars of the terms of the take-over offers to be made under the scheme, together with a statement that complies with the requirements set out in Part B of the Tenth Schedule; and
the offer complies with the requirements set out in Part A of that Schedule and there is attached to the offer —
a copy of the statement given or caused to be given by the offeror corporation to the offeree corporation in pursuance of paragraph (a) of this subsection; and
if the offeree corporation gives or causes to be given to the offeror corporation a statement in pursuance of paragraph (a) of subsection (3) of this section or in pursuance of any corresponding enactment of another country—a copy of that statement.
(3)
Where an offeree corporation receives a notice and statement given in pursuance of subsection (2) of this section or in pursuance of any corresponding enactment of another country, the offeree corporation shall either —
give or cause to be given to the offeror corporation, within fourteen days after the receipt of the notice and statement, a statement in writing that complies with the requirements set out in Part C of the Tenth Schedule; or
give or cause to be given to each holder of shares in the offeree corporation to which the take-over scheme relates, within fourteen days after take-over offers are first made to shareholders under the take-over scheme, such a statement in writing.
(4)
A statement given or caused to be given by an offeree corporation in pursuance of subsection (3) of this section may contain such information in addition to that required by Part C of the Tenth Schedule as the directors of the offeree corporation think fit.
(5)
Where take-over offers are made under a take-over scheme, the offeror corporation shall forthwith give notice in writing to the offeree corporation that offers have been made under the scheme and of the date of the offers.
(6)
Where a take-over offer is made in contravention of this section or an offeror corporation fails to comply with subsection (5) of this section, the offeror corporation and every officer of the corporation who is in default shall be guilty of an offence under this Act and shall be liable on conviction to imprisonment for a term not exceeding one year or to a fine not exceeding two thousand five hundred dollars.