Securities and Futures Act 2001 · 2020 Revised Edition · Part 8 · Securities Industry Council and Take‑Over Offers
140. Offences relating to take‑over offers
Feedback & supportA person who has no intention to make an offer in the nature of a take‑over offer must not give notice or publicly announce that the person intends to make a take‑over offer.
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;
A person must not make a take‑over offer or give notice or publicly announce that the person intends to make a take‑over offer if the person has no reasonable or probable grounds for believing that the person will be able to perform the person’s obligations if the take‑over offer is accepted or approved, as the case may be.
Where a person contravenes subsection (1) or (2), the person and, where the person is a corporation, every officer of the corporation who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 7 years or to both.
corporation
“corporation” has the meaning given by section 4(1) of the Companies Act 1967;