§ 215AB — Effect of impossibility, etc., of communicating or accepting offer made under scheme or contract

215AB.—(1) Where there are holders of shares in a company to whom an offer to acquire shares in the company is not communicated, that does not prevent the offer from being an offer made under a scheme or contract for the purposes of section 215 if —(a)

those shareholders have no address in Singapore registered with the company;

(b)

the offer was not communicated to those shareholders —(i)

in order not to contravene the law of a country or territory outside Singapore; or

(ii)

because communication to those shareholders would in the circumstances be unduly onerous; and

(c)

either —(i)

the offer is published in the Gazette; or

(ii)

the offer can be inspected, or a copy of it obtained, at a place in Singapore or on a website, and a notice is published in the Gazette specifying the address of that place or website.[36/2014]

(2) Where an offer is made to acquire shares in a company and there are persons for whom, by reason of the law of a country or territory outside Singapore, it is impossible to accept the offer, or more difficult to do so, that does not prevent the offer from being made under a scheme or contract for the purposes of section 215.[36/2014]

(3) It is not to be inferred —(a)

that an offer which is not communicated to every holder of shares in the company cannot be an offer made under a scheme or contract for the purposes of section 215 unless the requirements of subsection (1)(a), (b) and (c) are met; or

(b)

that an offer which is impossible, or more difficult, for certain persons to accept cannot be an offer made under a scheme or contract for those purposes unless the reason for the impossibility or difficulty is the reason mentioned in subsection (2).[36/2014]

—(1) Where there are holders of shares in a company to whom an offer to acquire shares in the company is not communicated, that does not prevent the offer from being an offer made under a scheme or contract for the purposes of section 215 if —(a)

those shareholders have no address in Singapore registered with the company;

(b)

the offer was not communicated to those shareholders —(i)

in order not to contravene the law of a country or territory outside Singapore; or

(ii)

because communication to those shareholders would in the circumstances be unduly onerous; and

(c)

either —(i)

the offer is published in the Gazette; or

(ii)

the offer can be inspected, or a copy of it obtained, at a place in Singapore or on a website, and a notice is published in the Gazette specifying the address of that place or website.[36/2014]

(2) Where an offer is made to acquire shares in a company and there are persons for whom, by reason of the law of a country or territory outside Singapore, it is impossible to accept the offer, or more difficult to do so, that does not prevent the offer from being made under a scheme or contract for the purposes of section 215.[36/2014]

(3) It is not to be inferred —(a)

that an offer which is not communicated to every holder of shares in the company cannot be an offer made under a scheme or contract for the purposes of section 215 unless the requirements of subsection (1)(a), (b) and (c) are met; or

(b)

that an offer which is impossible, or more difficult, for certain persons to accept cannot be an offer made under a scheme or contract for those purposes unless the reason for the impossibility or difficulty is the reason mentioned in subsection (2).[36/2014]