Singapore legislation
Section 215AB
Section 215AB
Effect 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 —
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).