Companies Act 1967 · 2020 Revised Edition · Part 4 · Shares, Debentures and Charges
76DA. Contingent purchase contract
Last amended by an amending law of 2017. 2 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
A company may, whether or not it is listed on an approved exchange in Singapore or any securities exchange outside Singapore, make a purchase or acquisition of its own shares under a contingent purchase contract if the proposed contingent purchase contract is authorised in advance by a special resolution of the company.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
Subject to subsection (3), the authority under subsection (1) may, from time to time, be varied or revoked by a special resolution of the company.
Authority
“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004;
The notice specifying the intention to propose a special resolution to authorise a contingent purchase contract must specify a date on which the authority is to expire and that date must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier.
annual general meeting
“annual general meeting”, in relation to a company, means a meeting of the company required to be held by section 175;
The special resolution mentioned in subsection (1) is invalid for the purposes of this section unless a copy of the proposed contingent purchase contract is available for inspection by members of the company —
at the company’s registered office for not less than 15 days ending with the date of the meeting at which the resolution is passed; and
at the meeting itself.
A company may agree to a variation of an existing contingent purchase contract so approved if, and only if, the variation is authorised, before it is agreed to, by a special resolution of the company.
Subsections (2), (3) and (4) apply to the authority for a proposed variation as they apply to the authority for a proposed contingent purchase contract, except that a copy of the original contract, together with any variations previously made, must also be available for inspection in accordance with subsection (4).
The company may only make an offer to enter into a contingent purchase contract in accordance with all of the following conditions:
the offer must be made to every person who holds shares of the same class in the company;
the number of shares that a company is obliged or entitled to purchase or acquire under the contract from any person, in relation to the total number of shares of the same class held by that person, must be of the same proportion for every person who holds shares of that class to whom the offer is made;
the terms of all offers in respect of each class of shares must be the same.
To avoid doubt, the company may purchase or acquire shares under a contingent purchase contract from any person whether or not the offer to enter into the contract was originally made to the person.
In this section, “contingent purchase contract” means a contract entered into by a company and relating to any of its shares —
which does not amount to a contract to purchase or acquire those shares; but(b)under which the company may (subject to any condition) become entitled or obliged to purchase or acquire those shares.
Terms defined in s 4
annual general meeting
Defined · s 4“annual general meeting”, in relation to a company, means a meeting of the company required to be held by section 175;
approved exchange in Singapore
Defined · s 4“approved exchange in Singapore” means an approved exchange as defined in section 2(1) of the Securities and Futures Act 2001;
Authority
Defined · s 4“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004;
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
listed
Defined · s 4“listed”, in relation to a company or corporation, means a company or corporation that has been admitted to the official list of an approved exchange in Singapore and has not been removed from that official list;
registered
Defined · s 4“registered” means registered under this Act or any corresponding previous enactment;
Part 5
Management and Administration
Part 6
Financial Statements and Audit
Part 7
Arrangements, Reconstructions and Amalgamations
Part 8
Part 8A
Part 9
Investigations
Part 10
Dissolution
Part 10A
Transfer of Registration
Part 11
Various Types of Companies, Etc.
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12