Singapore legislation

Clause 43

Amendment of section 76B

Section 76B of the Companies Act is amended —

(a)

by deleting subsection (3) and substituting the following subsection:“(3) The total number of ordinary shares and stocks in any class that may be purchased or acquired by a company during the relevant period shall not exceed 20% (or such other percentage as the Minister may by notification prescribe) of the total number of ordinary shares and stocks of the company in that class ascertained as at the date of any resolution passed pursuant to section 76C, 76D, 76DA or 76E unless —

(a)

the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or (b)the Court has, at any time during the relevant period, made an order under section 78I confirming the reduction of share capital of the company.”;

(b)

by deleting subsection (3B) and substituting the following subsection:“(3B) The total number of preference shares in any class which are not redeemable under section 70 that may be purchased or acquired by a company during the relevant period shall not exceed 20% (or such other percentage as the Minister may by notification prescribe) of the total number of non‑redeemable preference shares of the company in that class ascertained as at the date of any resolution passed pursuant to section 76C, 76D, 76DA or 76E, unless —

(a)

the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or

(b)

the Court has, at any time during the relevant period, made an order under section 78I confirming the reduction of share capital of the company.”;

(c)

by deleting subsection (4) and substituting the following subsection:“(4) In subsections (3), (3B) and (3D), “relevant period” means the period —

(a)

commencing from the date of a resolution passed pursuant to section 76C, 76D, 76DA or 76E (as the case may be); and

(b)

expiring on the date the next annual general meeting is or is required by law to be held, whichever is the earlier.”; and

(d)

by deleting subsections (7), (8) and (9) and substituting the following subsections:“(7) A private company may purchase or acquire any of its shares under section 76C, 76D, 76DA or 76E by lodging the following with the Registrar:

(a)

a copy of a resolution referred to in section 76C, 76D, 76DA or 76E; and

(b)

a notice of purchase or acquisition in the prescribed form with the following particulars:

(i)

the date of the purchase or acquisition;

(ii)

the number of shares purchased or acquired;

(iii)

the number of shares cancelled;

(iv)

the number of shares held as treasury shares;

(v)

the company’s issued share capital before the purchase or acquisition;

(vi)

the company’s issued share capital after the purchase or acquisition;

(vii)

the amount of consideration paid by the company for the purchase or acquisition of the shares;

(viii)

whether the shares were purchased or acquired out of the profits or the capital of the company; and

(ix)

such other particulars as may be required in the prescribed form.(8) A purchase or acquisition by a private company on or after the date of commencement of section 43 of the Companies (Amendment) Act 2014 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).(9) Where a public company purchases or acquires shares issued by it under section 76C, 76D, 76DA or 76E —

(a)

within 30 days after the passing of a resolution referred to in section 76C, 76D, 76DA or 76E, as the case may be, the directors of the company shall lodge with the Registrar a copy of the resolution;

(b)

within 30 days after the purchase or acquisition of the shares, the directors of the company shall lodge a notice of purchase or acquisition in the prescribed form with the following particulars:

(i)