Application of Companies Act to shares held by special purpose company
11.—(1) Notwithstanding section 139 or 140 of the Securities and Futures Act 2001 (relating to take-overs offers) and the Take-over Code referred to in section 139(2) of that 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 (Cap. 50) 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 139 or 140 of the Securities and Futures Act 2001 or the Code.
[42/2001 wef 01/01/2002]
(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.