Clause 41

by deleting subsection (1) and substituting the following subsections:“(1) Except as otherwise expressly provided by this Act, a public company or a company whose holding company or ultimate holding company is a public company shall not, whether directly or indirectly, give any financial assistance for the purpose of, or in connection with —

the acquisition by any person, whether before or at the same time as the giving of financial assistance, of —

shares or units of shares in the company; or

shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company; or

the proposed acquisition by any person of —

shares or units of shares in the company; or

shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company. (1A) Except as otherwise expressly provided by this Act, a company shall not —

whether directly or indirectly, in any way —

acquire shares or units of shares in the company; or

purport to acquire shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company; or

whether directly or indirectly, in any way, lend money on the security of —

shares or units of shares in the company; or (ii)shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company.”;

by deleting the words “subsection (1)(a)” in subsections (3) and (4) and substituting in each case the words “subsection (1)”;

by inserting, immediately after the words “subsection (1)” wherever they appear in subsections (5), (8) and (9), the words “or (1A)”;

by deleting paragraph (a) of subsection (8) and substituting the following paragraphs:“(a)a distribution of a company’s assets by way of dividends lawfully made;

by deleting the word “or” at the end of subsection (8)(i);

by deleting the comma at the end of paragraph (j) of subsection (8) and substituting a semi‑colon, and by inserting immediately thereafter the following paragraphs:“(k)an allotment of bonus shares;

a redemption of redeemable shares of a company in accordance with the company’s constitution; or

the payment of some or all of the costs by a company listed on a securities exchange in Singapore or any securities exchange outside Singapore associated with a scheme, an arrangement or a plan under which any shareholder of the company may purchase or sell shares for the sole purpose of rounding off any odd‑lots which he owns,”;

by inserting, immediately after subsection (8), the following subsection:“(8A) For the purposes of subsection (8)(m) —

an “odd‑lot” means any amount of shares in the company which is less than the amount of shares constituting a board lot; (b)a “board lot” means a standard unit of trading of the securities exchange on which the company is listed; and

the reference to “rounding off any odd‑lots” includes an act by a shareholder, who owns only odd‑lots in a company, disposing all such odd‑lots.”;

by inserting, immediately after the words “holding company” in subsections (9)(b), (9A), (9B) and (9D), the words “or ultimate holding company, as the case may be,”;

by inserting, immediately after subsection (9B), the following subsection:“(9BA) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company, as the case may be, of the company if —

giving the assistance does not materially prejudice —

the interests of the company or its shareholders; or

the company’s ability to pay its creditors;

the board of directors of the company passes a resolution that —

the company should give the assistance; and

the terms and conditions under which the assistance is proposed to be given are fair and reasonable to the company;

the resolution sets out in full the grounds for the directors’ conclusions; and

the company lodges with the Registrar a copy of the resolution referred to in paragraph (c).”;

by inserting, immediately after subsection (9C), the following subsection:“(9CA) A company shall not give financial assistance under subsection (9BA) if, before the assistance is given, any of the directors who voted in favour of the resolution under subsection (9BA)(c) ceases to be satisfied that the terms and conditions under which the assistance is proposed are fair and reasonable to the company.”;

by inserting, immediately after the words “subsection (9A)” in subsection (9D)(a), the words “or (9BA)”; and

by inserting, immediately after the words “holding company” where they first appear in subsection (10), the words “or ultimate holding company, as the case may be,”.