Clause 19

Section 179 of the principal Act is hereby amended by inserting immediately after subsection (11) thereof the following subsection: —“(12) (a) The Minister, pursuant to a notice made under subsection (11) of this section, has specified that a non-statutory code known as “The Singapore Code on Take-overs and Mergers” (herinafter in this section referred to as “the Code”) shall have effect in relation to take-over and merger transactions and the Code shall be administered and enforced by a body known as “The Securities Industry Council”.(b)The Minister, on the advice of the Securities Industry Council, may from time to time, revise the Code by varying, amending or adding to the provisions thereof and any revision thereof shall be published in the Gazette.(c)The Securities Industry Council may from time to time issue rulings on the interpretation of the general principles and rules in the Code and lay down the practice to be followed by parties concerned in a take-over or merger transaction and such rulings or practice shall be final and not be capable of being challenged in any court.(d)A failure of any party concerned in a take-over or merger transaction to observe any of the provisions of the Code shall 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 negative any liability which is in question in the proceedings.(e)Nothing in paragraph (d) of this subsection shall 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 Code by parties to a take-over or merger transaction.”.