Clause 45

by deleting subsection (1) and the marginal note thereto and substituting the following subsections:“Application of this section, section 179A and Tenth Schedule179.—

This section, section 179A and the Tenth Schedule apply to and in relation to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not, and extends to acts done or omitted to be done outside Singapore, and any reference to an offeror corporation or a corporation in this section, section 179A and in the Tenth Schedule shall be construed, with such modifications and qualifications as may be necessary, so as to include a reference to a natural person. Notwithstanding anything in this subsection, this section, section 179A and the Tenth Schedule shall not apply to a private company, a company limited by shares and guarantee and a company limited by guarantee.(1A) In this section, section 179A and in the Tenth Schedule —“offeree company”, in relation to a take-over scheme or a take-over offer, means the company to shares in which the scheme or offer relates;“offeror corporation”, in relation to a take-over scheme or a take-over offer, means the corporation by or on behalf of which any take-over offer under the scheme, or the take-over offer, is made or to be made;“take-over offer” means an offer contained in a formal offer document for the acquisition of shares under a take-over scheme;“take-over scheme” means a scheme involving the making of offers for the acquisition by or on behalf of a corporation or an individual —

of all the shares in another company or of all the shares of a particular class in another company; or

of any shares in another company which (together with shares, if any, already held beneficially by the offeror corporation or by any other corporation that is deemed by virtue of section 6 to be related to that corporation) carry the right to exercise, or control the exercise of, not less than twenty-five per cent of the voting power at any general meeting of the other company resulting in the first-mentioned corporation acquiring effective control of that other company.(1B) For the purposes of paragraph (b) of subsection (lA),“acquiring effective control” means the acquiring of shares in an offeree company which carry the right to exercise or control the exercise of twenty-five per cent or more in the aggregate of the voting rights of that company even though such acquisition does not confer de facto control.”;

by deleting the words “or in pursuance of any corresponding law of another country” in sub-paragraph (ii) of paragraph (b) of subsection (2) and in the second and third lines of subsection (3);

by inserting, immediately after subsection (5), the following subsections:“(5A) (a) Immediately before the offeror corporation gives or causes to be given to the offeree company a notice in writing pursuant to subsections (2) and (5) and immediately before an offeree company gives or causes to be given to an offeror corporation a statement in writing pursuant to subsection (3), such offeror corporation and offeree company shall lodge with the Registrar and with a Stock Exchange, if such offeree company is a company that is quoted on a Stock Exchange, a copy of the notice and statement referred to in this subsection.(b)The Registrar shall, on the application of the offeror corporation or the offeree company, as the case may be, have power to permit the offeror corporation or the offeree company at any time prior to the offer being made —

to amend any such notice or statement in writing lodged with him pursuant to paragraph (a); or

to substitute a fresh notice or statement in writing for an earlier notice or statement lodged with him pursuant to paragraph (a),in such manner and subject to such terms as he considers are justified by the circumstances of the case but in any such event time shall begin to run from the date of the first notice or statement in writing.(5B) (a) A corporation which or an individual who has no real intention to make an offer in the nature of a take-over offer shall not give notice or publicly announce that it intends to make a take-over offer whether under this Act or otherwise.(b)A corporation or an individual shall not make a take-over offer or give notice or publicly announce that it intends to make such an offer if it has no reasonable or probable grounds for believing that it will be able to perform its obligations if the offer is accepted.(c)Every corporation which or an individual who has a firm intention to make a take-over offer shall make a public announcement of that intention in the newspapers giving the terms of the offer and the identity of the offeror and shall take steps to give or cause to be given the notice in writing of the take-over scheme referred to in paragraph (a) of subsection (2) to the offeree company so that the notice is given as soon as practicable after the public announcement is made and in any event within fourteen days of such announcement unless the Registrar agrees to an extension beyond this period in the special circumstances of any particular case.In this paragraph, a corporation shall be conclusively presumed to have a firm intention to make a take-over offer from the date that it acquires effective control of an offeree company, but nothing in this paragraph shall prevent an inference of a firm intention being drawn where the percentage of shares acquired in an offeree company is below that needed for acquiring effective control.(d)Nothing in this section shall be construed as preventing a corporation from dealing in shares in an offeree company whether in the market or otherwise from the date of the public announcement of a firm intention to make an offer in the nature of a take-over offer and the date that an offer is made.(5C) If a take-over offer under a take-over scheme is withdrawn, a contract arising from the acceptance of any other take-over offer under the take-over scheme is voidable at the option of the offeree company by notice in writing given to the offeror corporation not later than one month after the first-mentioned take-over offer is withdrawn.(5D) Notwithstanding anything in the articles of a company or in the document by which a company is constituted, the directors of the offeree company are entitled to have refunded to them by the company any expenses reasonably incurred by them in the interests of the members of the company as a whole in relation to a take-over scheme involving the acquisition of the shares in the company.”;