Companies Act 1967 · s 215AB

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—(1) 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 —(a)those shareholders have no address in Singapore registered with the company;(b)the offer was not communicated to those shareholders —(i)in order not to contravene the law of a country or territory outside Singapore; or(ii)because communication to those shareholders would in the circumstances be unduly onerous; and(c)either —(i)the offer is published in the Gazette; or(ii)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 —(a)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(b)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).
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 —(a)those shareholders have no address in Singapore registered with the company;(b)the offer was not communicated to those shareholders —(i)in order not to contravene the law of a country or territory outside Singapore; or(ii)because communication to those shareholders would in the circumstances be unduly onerous; and(c)either —(i)the offer is published in the Gazette; or(ii)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.
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.
It is not to be inferred —(a)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(b)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).

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s 215ABEffect of impossibility, etc., of communicating or accepting offer made under scheme or contract

(1)

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 —

(a)

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

(b)

the offer was not communicated to those shareholders —

(i)

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

(ii)

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

(c)

either —

(i)

the offer is published in the Gazette; or

(ii)

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 —

(a)

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

(b)

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).