73. Redenomination of shares

Question 1

73. Redenomination of shares

Answer 1

General overview
[73.01] This new section was enacted to facilitate the conversion of shares or classes of shares from one currency to another by way of an ordinary resolution. This will facilitate the listing of shares in a foreign currency on the Singapore Exchange.

[73.02] Act No 36 of 2014 introduced a new section which provides for the conversion of shares or class of shares from one currency to another by way of an ordinary resolution. However, this power may be excluded or restricted in the constitution: s 73(9) (note: the Report of the Steering Committee for the Review of the Companies Act, April 2011, Chapter 3, paras 27–29 adopting the Companies Act 2006 (UK) (ss 622–628)).

Question 2

Conditions may be set by the resolution

Answer 2

[73.03] The resolution authorising the redenomination shall state: (a) the spot rate of exchange which may be either a rate prevailing on a day specified in the resolution or a rate which is the average of rates prevailing on each consecutive day within a period of 28 days ending on the day before the resolution is passed: s 73(3), (4) and (5); (b) any other conditions which must be met before the redenomination takes effect: s 73(6); and (c) when the redenomination shall take place or if it is not stated, it takes place on the day the resolution is passed: s 73(7).