8. Sale of transferee holding company’s shares by special purpose company
Feedback & supportLast amended by an amending law of 2022. 2 amendments in all.
The transferee holding company must make a single offer to the special purpose company of such number of its shares for subscription, at such par value, as the Minister may, by written notice, direct.
transferee holding company
“transferee holding company” means a public company incorporated in Singapore and designated by the Minister under section 3(2)(a);
The special purpose company may, with the Minister’s approval —
special purpose company
“special purpose company” means a company incorporated in Singapore and designated by the Minister under section 3(2)(b);
subscribe to any rights issue by the transferee holding company;
elect to receive shares in any scrip dividend scheme; and
participate in any other corporate action taken by the transferee holding company under which the special purpose company may opt to receive additional shares issued by the transferee holding company.
The special purpose company must, from time to time, offer for sale such number of the transferee holding company’s shares (whether acquired under subsection (1) or (1A)), at such price and on such terms, as the Minister may, by written notice, direct.
Subdivision 2 of Division 1 of Part 13 of the Securities and Futures Act 2001 (which provides for prospectus requirements) does not apply to an offer of shares made by the transferee holding company under subsection (1) or by the special purpose company under subsection (2).
Section 76 of the Companies Act 1967 (which prohibits a company from financing dealings in its own shares) does not apply in relation to any guarantee, indemnity, warranty, representation or other undertaking given or obligation assumed by the transferee holding company or the special purpose company in relation to an offer of shares made under subsection (1) or (2).
In subsection (1A), “scrip dividend scheme” means a scheme by the transferee holding company which enables shareholders of the company to elect to receive shares in the company in lieu of part or all of the cash amount of any dividend declared on the transferee holding company’s shares held by the shareholders.