Clause 13

In the case of an arrangement involving an offer to acquire all of the units in a registered business trust, or all of the units in any particular class in a registered business trust, by 2 or more persons jointly (called in this section the joint transferees), section 40A is to be read subject to this section.(2) The conditions for the exercise of the rights conferred by section 40A(1) and (2) are satisfied —

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

in other cases — by the joint transferees acquiring or unconditionally contracting to acquire the necessary units either jointly or separately.(3) The conditions for the exercise of the rights conferred by section 40A(4) and (5) are satisfied —

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

in other cases — by the joint transferees acquiring or contracting (whether unconditionally or subject to conditions being met) to acquire the necessary units either jointly or separately.(4) Subject to this section, the rights and obligations of the transferee under section 40A 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 40A 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 40A(1) and (4) must be made by all of the joint transferees and —

where one or more of them is a corporation, signed by a director or an equivalent person of that corporation; and

where one or more of them is a limited liability partnership or partnership, signed by any partner who has authority to bind the limited liability partnership or partnership, as the case may be.Effect of impossibility, etc., of communicating or accepting offer made under arrangement or contract 40C.—

Where there are unitholders of units in a registered business trust to whom an offer to acquire units in the registered business trust is not communicated, that does not prevent the offer from being an offer made under an arrangement or a contract for the purposes of section 40A if —

those unitholders have no address in Singapore registered with the trustee‑manager of the registered business trust;

the offer was not communicated to those unitholders —

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

because communication to those unitholders 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 units in a registered business trust and there are persons for whom, by reason of the law of a country or jurisdiction 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 an arrangement or a contract for the purposes of section 40A.(3) It is not to be inferred —

that an offer which is not communicated to every unitholder of the registered business trust cannot be an offer made under an arrangement or a contract for the purposes of section 40A 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 an arrangement or a contract for those purposes unless the reason for the impossibility or difficulty is the reason mentioned in subsection (2).”.