33
the acquisition, holding or disposal of shares or other interests in, or with
respect to the exercise of their votes in relation to, the licensee incorporated
in Singapore.
Control of shareholding in licensees
28.—(1) A person must not become —
(a)
a substantial shareholder;
(b)
a 12% controller;
(c)
a 20% controller; or
(d)
an indirect controller,
of a licensee incorporated in Singapore without first applying for and obtaining the approval
of the Authority.
(2)
A person must not enter into any agreement or arrangement, whether oral or in writing
and whether express or implied, to act together with any other person with respect to the
acquisition, holding or disposal of, or the exercise of rights in relation to, their interests in
voting shares of an aggregate of 5% or more of the total votes attached to all voting shares in
a licensee incorporated in Singapore, without first applying for and obtaining the approval of
the Authority.
(3)
Subject to subsection (7), a person that, at any time before the date of commencement
of this Act, has entered into any agreement or arrangement mentioned in subsection (2) must
not continue to be such a party to such an agreement or arrangement unless the person has,
within 6 months after the date or such longer period as the Authority may allow, applied to the
Authority for approval to continue to be a party to such an agreement or arrangement.
(4)
The Authority may approve an application made by any person under subsection (1),
(2) or (3) if the Authority is satisfied that —
(a)
having regard to the likely influence of the person, the licensee incorporated in
Singapore will or will continue to conduct its business prudently and comply with
the provisions of this Act and any of the requirements imposed under other
legislation administered by the Authority;
(b)
the person is, in accordance with the Guidelines on Fit and Proper Criteria, a fit and
proper person to be a substantial shareholder, a 12% controller, a 20% controller
or an indirect controller of the licensee incorporated in Singapore; and
it is in the public interest to do so.
(5)
Any approval under subsection (4) may be granted to any person subject to such
conditions as the Authority may impose, including but not limited to any condition —
(a)
restricting the person’s disposal or further acquisition of shares or voting power in
the licensee incorporated in Singapore; or
(b)
restricting the person’s exercise of voting power in the licensee incorporated in
Singapore,
and the Authority may at any time add to, vary or revoke any condition imposed under this
subsection.
34
(6)
Any condition imposed under subsection (5) has effect despite any provision of the
Companies Act (Cap. 50) or anything contained in the constitution of the licensee incorporated
in Singapore.
(7)
Where the Authority refuses an application made by any person under subsection (1),
(2) or (3), the person must, within such time as the Authority may specify, take such steps (as
soon as practicable after the refusal) that are necessary —
(a)
in the case of subsection (1), to cease to be —
(i)
a substantial shareholder;
(ii)
a 12% controller;
(iii)
a 20% controller; or
(iv)
an indirect controller,
of the licensee incorporated in Singapore, as the case may be; or
(b)
in the case of subsection (2) or (3), to cease to be a party to the agreement or
arrangement.
Objection to existing control of licensee
29.—(1) The Authority may serve a written notice of objection on any person mentioned
in section 28(1), (2) or (3) if the Authority is satisfied that —
(a)
any condition of approval imposed on the person under section 28(5) has not been
complied with;
(b)
it is no longer in the public interest to allow the person to continue to be —
(i)
a party to the agreement or arrangement described in section 28(2) or (3);
(ii)
a substantial shareholder of the licensee incorporated in Singapore;
(iii)
a 12% controller of the licensee incorporated in Singapore;
(iv)
a 20% controller of the licensee incorporated in Singapore; or
(v)
an indirect controller of the licensee incorporated in Singapore,
as the case may be;
(c)
the person has provided any false or misleading information or document in
connection with an application under section 28(1), (2) or (3);
(d)
the person is no longer a fit and proper person in accordance with the Guidelines
on Fit and Proper Criteria;
(e)
having regard to the likely influence of the person, the licensee is no longer likely
to conduct its business prudently or to comply with the provisions of this Act; or
(f)
it would not have been satisfied as to any of the matters specified in section 28(4)
had it been aware, at that time, of circumstances relevant to the person’s application
under section 28(1), (2) or (3).
(2)
Before serving a written notice of objection under subsection (1), the Authority must,
unless the Authority decides that it is not practicable or desirable to do so, give the person —
(a)
a notice in writing of the Authority’s intention to serve the written notice of
objection; and
(b)
specify a date by which the person may make written representations with regard
to the proposed written notice of objection.
Dostları ilə paylaş: |