Singapore legislation
Schedule 10
Schedule 10
(Section 179).
TENTH SCHEDULE(Section 179). Part ARequirements with which take-over offers to comply
1. The offer shall be dated and shall be despatched to the offeree within three days of its date and shall state that, except in so far as it and all other take-over offers made under the take-over scheme may be totally withdrawn and every person released from any obligation incurred thereunder, it will remain open for acceptance by the offeree for at least one month from that date.
2. The offer shall not be conditional upon the offeree approving or consenting to any payment or other benefit being made or given to any director of the offeree corporation or any corporation which is deemed by virtue of section 6 to be related to that corporation as compensation for loss of office or as consideration for, or in connection with, his retirement from office.
3. The offer shall state —
whether or not the offer is conditional upon acceptance of offers made under the take-over scheme being received in respect of a minimum number of shares and, if so that number;
if the shares are to be acquired in whole or in part for cash, the period within which payment will be made and the method of payment; and
if the shares are to be acquired for a consideration other than cash, the period within which the offeree will receive that consideration.
4. Where the offer is conditional upon acceptances in respect of a minimum number of shares being received, the offer shall specify —
a date not being a date later than forty-two days after the date of the offer as the latest date on which the offeror corporation can declare the offer to have become free from that condition; and
a further period of not less than seven days during which the offer will remain open for acceptance after it has been declared unconditional.Part BRequirements with which statement given by offeror corporation to comply
1. The statement shall —
specify the names, descriptions and addresses of all the directors of the offeror corporation;
contain a summary of the principal activities of the offeror corporation;
specify the number and description and amount of marketable securities in the offeree corporation held by or on behalf of the offeror corporation, or if none are so held contain a statement to that effect;
if the shares are to be acquired for a consideration which consists of shares or debentures in the offeror corporation or in a corporation which is by virtue of section 6 deemed to be related to the offeror corporation —
set out the reports which, if the statement were a prospectus issued on the date on which notice of the take-over scheme is given to the offeree corporation, would be required to be set out in it under paragraphs 20 and 23 in Part II of the Fifth Schedule; and
specify details of any alterations in the capital structure of the offeror corporation or of any subsidiary of that corporation during the period of five years immediately preceding the date on which notice of the take-over scheme is given to the offeree corporation and particulars of the source of any increase in capital;
if the shares are to be acquired for a consideration other than wholly in cash or other than for a consideration such as is referred to in the last preceding paragraph, contain such information and details as to the consideration as the Registrar requires.
2. The statement shall contain particulars of any restriction on the right to transfer the shares to which the take-over scheme relates contained in the memorandum or articles or other instrument constituting or defining the constitution of the offeree corporation which has the effect of requiring the holders of the shares, before transferring them, to offer them for purchase to members of the offeree corporation or to any other person and, if there is any such restriction, the arrangements, if any, being made to enable the shares to be transferred in pursuance of the take-over scheme.
3. If the consideration for the acquisition of shares under the take-over scheme is to be satisfied in whole or in part by the payment of cash, the statement shall contain details of the arrangements that have been, or will be, made to secure payment of the cash consideration and, if no such arrangements have been or will be made, shall contain a statement to that effect.
4. The statement shall set out —
whether or not it is proposed in connection with the take-over scheme that any payment or other benefit shall be made or given to any director of the offeree corporation or of any corporation which is by section 6 of the Act deemed to be related to that corporation as compensation for loss of office or as consideration for, or in connection with, his retirement from office and if so, particulars of the proposed payment or benefit in respect of each such director;
whether or not there is any other agreement or arrangement made between the offeror corporation and any of the directors of the offeree corporation in connection with or conditional upon the outcome of the scheme, and, if so, particulars of any such agreement or arrangement;
whether or not there has been within the knowledge of the offeror corporation any material change in the financial position or prospects of the offeree corporation since the date of the last balance-sheet laid before the corporation in general meeting, and, if so, particulars of any such change; and
whether or not there is any agreement or arrangement whereby any shares acquired by the offeror corporation in pursuance of the scheme will or may be transferred to any other person, and, if so —
the names of the persons who are a party to the agreement or arrangement and the number, description and amount of the shares which will or may be so transferred; and
the number, if any, and description and amount of shares of the offeree corporation held by or on behalf of each of these persons, or if no such shares are so held, a statement to that effect.
5. The succeeding provisions of this Part of this Schedule apply only where the consideration to be offered in exchange for shares of the offeree corporation consists in whole or in part of marketable securities issued or to be issued by the offeror corporation or by any other corporation.
6. Where the marketable securities are quoted, listed on or dealt in on a Stock Exchange, the statement shall state this fact and specify the Stock Exchanges concerned and specify —
the latest available market sale price prior to the date on which notice of the take-over scheme is given to the offeree corporation;
the highest and lowest market sale price during the three months immediately preceding that date and the respective dates of the relevant sales; and
where the take-over scheme has been the subject of a public announcement in newspapers or by any other means prior to notice of the scheme being given to the offeree corporation, the latest market sale price immediately prior to the public announcement.
7. Where the securities are quoted, listed on or dealt in on more than one Stock Exchange, it is sufficient compliance with sub-paragraph (a) of paragraph 6 if information with respect to the securities is given in relation to the Stock Exchange at which there have been the greatest number of recorded dealings in the securities in the three months immediately preceding the date on which notice of the take-over scheme is given to the offeree corporation.
8. Where the take-over scheme relates to securities which are not quoted, listed on or dealt in on a Stock Exchange, the statement shall contain all the information which the offeror corporation may have as to the number, amount and price at which the securities have been sold in the three months immediately preceding the date on which notice of the scheme is given to the offeree corporation and, if the offeror corporation has no such information, a statement to that effect.Part CRequirements with which statement given by offeree corporation to comply
1. The statement shall indicate —
whether or not the board of directors of the offeree corporation recommends to share holders the acceptance of take-over offers made, or to be made, by the offeror corporation under the take-over scheme; or
that the board of directors of the offeree corporation does not desire to make a recommendation or consider themselves not justified in making a recommendation.
2. The statement shall set out —
the number, description and amount of marketable securities in the offeree corporation held by or on behalf of each director of that corporation or, in the case of a director where none are so held, that fact;
in respect of each such director of the offeree corporation by whom, or on whose behalf, shares to which the take-over scheme relates art held —
whether or not the present intention of the director is to accept any take-over offer that may be made in pursuance of the take-over scheme in respect of those shares; or
that the director has not decided whether he will accept such a take-over offer;
whether or not any marketable securities of the offeror corporation are held by, or on behalf of, any director of the offeree corporation and, if so, the number, description and amount of the marketable securities so held;
whether or not it is proposed in connection with the take-over scheme that any payment or other benefit shall be made or given to any director of the offeree corporation or of any other corporation which is by virtue of section 6 of the Act deemed to be related to that corporation as compensation for loss of office or as consideration for, or in connection with, his retirement from office and, if so, particulars of the proposed payment or benefit;
whether or not there is any other agreement or arrangement made between any director of the offeree corporation and any other person in connection with or conditional upon the outcome of the take-over scheme and, if so, particulars of any such agreement or arrangement;
whether or not any director of the offeree corporation has any direct or indirect interest in any contract entered into by the offeror corporation and, if so, particulars of the nature and extent of such interest;
if the shares to which the scheme relates are not listed on or dealt in on a Stock Exchange all the information which the offeree corporation may have as to the number, amount and price at which any such shares have been sold in the six months preceding the date on which notice of the take-over scheme was given to the offeree corporation; and
whether or not there has been any material change in the financial position of the offeree corporation since the date of the last balance-sheet laid before the corporation in general meeting and if so, particulars of such change.