Clause 14
Amendment of section 106B
Section 106B of the Companies Act is amended by deleting subsection (1) and substituting the following subsections:“(1) Divisions 1 and 5 of this Part shall not apply to an offer or invitation to the public in respect of shares or debentures, or units of shares or debentures, if it is —
made in connection with a take-over scheme which is in compliance with the provisions of this Act applicable to such schemes;
made —
in the case of an offer or invitation in respect of shares or debentures, in relation to shares or debentures; or
in the case of an offer or invitation in respect of units of shares or debentures, in relation to units of shares or debentures,that have been previously issued and that are of a class that are quoted or listed for quotation on a stock exchange in Singapore approved under the Securities Industry Act (Cap. 289);
made, whether or not in relation to shares or debentures, or units of shares or debentures, that have been previously issued, by a corporation to employees of the corporation or its related corporation, where the shares or debentures, or units of shares or debentures, are to be held by or for the benefit of the employees in accordance with an employee share investment offer or scheme (including a share option offer or scheme) for the time being in force, if —
the employees are not induced to purchase the shares or debentures, or units of shares or debentures, by an expectation of employment or continued employment; and
no selling or promotional expenses are paid or incurred in connection with the offer or scheme, other than those incurred for administrative or professional services or incurred by way of commission or fee for services rendered by —
a dealer or investment adviser licensed under the Securities Industry Act (Cap. 289);
an exempt dealer under section 40(d) of that Act; or
an exempt dealer within the meaning of section 40 of that Act whose carrying on of the business of advising others concerning securities is solely incidental to the conduct of his business in dealing in securities.
For the avoidance of doubt, nothing in subsection (1)(c) shall be construed to make an offer by a corporation to employees of the corporation or its related corporation of any of its shares or debentures, or units of shares or debentures, an offer to the public by reason only that such offer is made to the employees of the corporation or its related corporation.”.