Common scenario in IPO
- By : Wong Mei Ying
- Category : IPO, Linkedin Post
๐๐ผ๐บ๐บ๐ผ๐ป ๐๐ฐ๐ฒ๐ป๐ฎ๐ฟ๐ถ๐ผ ๐ถ๐ป ๐๐ฃ๐ข
X is a director and shareholder of Company A as well as Company B.
Company A intends to undertake an IPO and a listing exercise. Company A enters into an agreement (โ๐ฆ๐ฃ๐โ) with X and other shareholders of Company B to acquire all the shares of Company B as part of pre-IPO restructuring prior to Company A being listed.
๐๐ถ๐๐ฐ๐น๐ผ๐๐๐ฟ๐ฒ ๐ผ๐ณ ๐ฑ๐ถ๐ฟ๐ฒ๐ฐ๐๐ผ๐ฟ๐โ ๐ถ๐ป๐๐ฒ๐ฟ๐ฒ๐๐
Section 221(1) of the Companies Act 2016 (โ๐๐โ) requires every director of a company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company to, as soon as practicable after the relevant facts have come to the directorโs knowledge, declare the nature of his interest at a meeting of the board of directors.
In the scenario above, X must declare his/her interest in the SPA to the board of directors of Company A pursuant to section 221(1) of the CA. In practice, the declaration is typically set out in the directorsโ circular resolution of Company A passed to approve the acquisition of Company B.
In the event Xโs spouse (who is not a director of Company B) or Xโs child (who is not a director of Company B and child includes adopted child or step child) also has an interest in the shares of Company B, such interest is treated as an interest in the SPA pursuant to section 221(9) of the CA. In such circumstances, Xโs declaration of interest in the SPA must include his/her spouseโs or childโs interest.
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This post was first posted on Linkedin on 2 July 2021.