Application of Companies Act to shares held by special purpose company
11.—(1)  Notwithstanding section 213 of the Companies Act (which deals with take-over offers) and the Singapore Code on Take-Overs and Mergers referred to in section 213(18)(a) of the Companies Act (referred to in this section as the Code), the transferee holding company’s shares held by the special purpose company under section 8(1) shall not be taken into account in determining whether —
(a)the special purpose company;
(b)any other company that is deemed by virtue of section 6 of the Companies Act to be related to the special purpose company; or
(c)a company acting in concert with the company referred to in paragraph (a) or (b), as defined in the Code,
has acquired shares which carry the right to exercise or control the exercise of the votes attached to the transferee holding company’s shares for the purposes of section 213 of the Companies Act (Cap. 50) or the Code.
(2)  Notwithstanding any of the provisions of the Companies Act or anything contained in the memorandum or articles of association of the transferee holding company or the special purpose company, the special purpose company shall —
(a)hold the transferee holding company’s shares subscribed by it under section 8(1) for the benefit of the Financial Sector Development Fund;
(b)not exercise or control the exercise of the votes attached to such shares;
(c)not dispose of, or otherwise deal with such shares or create security interests over such shares without the prior approval of the Minister or as otherwise permitted under this Act; and
(d)hold any dividend or other distribution paid in respect of such shares for the benefit of the Financial Sector Development Fund.