Securities and Futures Act 2001 · 2020 Revised Edition · Part 8 · Securities Industry Council and Take‑Over Offers
139. Take‑over Code
Feedback & supportThis section and section 140 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 corporations or bodies unincorporate, whether incorporated or carrying on business in Singapore or not, and extend to acts done outside Singapore.
For the more effective administration, supervision and control of take‑over offers and matters connected therewith, the Authority is to, on the advice of the Securities Industry Council and under section 321, issue a code known as the Singapore Code on Take‑overs and Mergers (called in this Act the Take‑over Code).
To avoid doubt, the Take‑over Code is deemed not to be subsidiary legislation.
Take‑over Code
“Take‑over Code” means the Singapore Code on Take‑overs and Mergers referred to in section 139 which is issued by the Authority under section 321(1);
The Take‑over Code applies to a take‑over offer and to matters connected therewith, and all parties concerned in a take‑over offer or a matter connected therewith must comply with its provisions.
take‑over offer
“take‑over offer” means —(a)an offer for the acquisition by or on behalf of a person of —(i)in the case of a public company, or of a corporation all or any of the shares of which are listed for quotation on an approved exchange —(A)some or all of the shares, or some or all of the shares of a particular class, in the company or corporation made to all members of the company or corporation, or where the person already holds shares in the company or corporation, made to all other members of the company or corporation; or(B)all of the remaining shares in the company or corporation made to all other members of the company or corporation as a result of the person acquiring or consolidating effective control of that company or corporation within the meaning of the Take‑over Code;(ii)in the case of a registered business trust, or of a business trust all or any of the units of which are listed for quotation on an approved exchange —(A)some or all of the units, or some or all of the units of a particular class, in the business trust made to all unitholders of the business trust, or where the person already holds units in the business trust, made to all other unitholders of the business trust; or(B)all of the remaining units in the business trust made to all other unitholders of the business trust as a result of the person acquiring or consolidating effective control of that business trust within the meaning of the Take‑over Code; or(iii)in the case of a collective investment scheme constituted as a unit trust and authorised under section 286, that invests primarily in real estate and real estate‑related assets specified by the Authority in the Code on Collective Investment Schemes, and all or any of the units in which are listed for quotation on an approved exchange —(A)some or all of the units, or some or all of the units of a particular class, in the scheme made to all unitholders of the scheme, or where the person already holds units in the scheme, made to all other unitholders of the scheme; or(B)all of the remaining units in the scheme made to all other unitholders of the scheme as a result of the person acquiring or consolidating effective control of that scheme within the meaning of the Take‑over Code; or(b)a proposed compromise or arrangement which —(i)in the case of a public company, is referred to in section 210 of the Companies Act 1967; or(ii)in the case of a corporation all or any of the shares of which are listed for quotation on an approved exchange, complies with the laws, codes and other requirements (whether or not having the force of law) relating to take‑overs, compromises and arrangements of the country or territory in which that corporation was incorporated,and which, if executed, would result in a change in effective control of the public company or corporation within the meaning of the Take‑over Code;
The Take‑over Code is administered and enforced by the Securities Industry Council.
Securities Industry Council
“Securities Industry Council” means the Securities Industry Council referred to in section 138;
The Authority may, on the advice of the Securities Industry Council, revise the Take‑over Code by deleting, amending or adding to the provisions thereof.
The Securities Industry Council may issue rulings on the interpretation of the general principles and rules in the Take‑over Code and lay down the practice to be followed by parties concerned in a take‑over offer or a matter connected therewith, and such rulings or practice is final.
A failure of any party concerned in a take‑over offer or a matter connected therewith to observe any of the provisions of the Take‑over Code does not of itself render that party liable to criminal proceedings but any such failure may, in any proceedings whether civil or criminal, be relied upon by any party to the proceedings as tending to establish or to negate any liability which is in question in the proceedings.
Nothing in subsection (8) is to be construed as preventing the Securities Industry Council from invoking such sanctions (including public censure) as it may decide in relation to breaches of the Take‑over Code by any party concerned in a take‑over offer or a matter connected therewith.
Where the Securities Industry Council has reason to believe that any party concerned in a take‑over offer or a matter connected therewith, or any person advising on a take‑over offer or a matter connected therewith, is in breach of the provisions of the Take‑over Code or is otherwise believed to have committed acts of misconduct in relation to such take‑over offer or matter, the Securities Industry Council has power to enquire into the suspected breach or misconduct.
For the purpose of subsection (10), the Securities Industry Council may summon any person to give evidence on oath or affirmation, which it is authorised to administer, or produce any document or material necessary for the purpose of the enquiry.