Clause 139

In the case of a scheme involving an offer to acquire all of the shares in a company, or all of the shares in any particular class in a company, by 2 or more persons jointly (referred to in this section as the joint transferees), section 215 shall be read subject to this section.(2) The conditions for the exercise of the rights conferred by section 215(1) are satisfied —

in the case of acquisitions of shares by virtue of acceptances of the offer, by the joint transferees acquiring or unconditionally contracting to acquire the necessary shares jointly; or

in other cases, by the joint transferees acquiring or unconditionally contracting to acquire the necessary shares either jointly or separately.(3) The conditions for the exercise of the rights conferred by section 215(3) are satisfied —

in the case of acquisitions of shares by virtue of acceptances of the offer, by the joint transferees acquiring or unconditionally contracting to acquire the necessary shares jointly; or

in other cases, by the joint transferees acquiring or contracting (whether unconditionally or subject to conditions being met) to acquire the necessary shares either jointly or separately.(4) Subject to this section, the rights and obligations of the transferee under section 215 are respectively joint rights and joint and several obligations of the joint transferees.(5) Subject to subsection (6), any notice or other document given or sent by or to the joint transferees under section 215 is complied with if the notice or document is given or sent by or to any of them.(6) The notice required to be given by the joint transferees under section 215(1) and (3) shall be made by all of the joint transferees and, where one or more of them is a company, signed by a director of that company.Effect of impossibility, etc., of communicating or accepting offer made under scheme or contract215AB.—

Where there are holders of shares in a company to whom an offer to acquire shares in the company is not communicated, that does not prevent the offer from being an offer made under a scheme or contract for the purposes of section 215 if —

those shareholders have no address in Singapore registered with the company;

the offer was not communicated to those shareholders —

in order not to contravene the law of a country or territory outside Singapore; or

because communication to those shareholders would in the circumstances be unduly onerous; and

either —

the offer is published in the Gazette; or

the offer can be inspected, or a copy of it obtained, at a place in Singapore or on a website, and a notice is published in the Gazette specifying the address of that place or website.(2) Where an offer is made to acquire shares in a company and there are persons for whom, by reason of the law of a country or territory outside Singapore, it is impossible to accept the offer, or more difficult to do so, that does not prevent the offer from being made under a scheme or contract for the purposes of section 215.(3) It is not to be inferred —

that an offer which is not communicated to every holder of shares in the company cannot be an offer made under a scheme or contract for the purposes of section 215 unless the requirements of subsection (1)(a), (b) and (c) are met; or

that an offer which is impossible, or more difficult, for certain persons to accept cannot be an offer made under a scheme or contract for those purposes unless the reason for the impossibility or difficulty is the reason mentioned in subsection (2).”.