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(b)
the transferee will conduct the business of the transferor prudently and comply with
the provisions of this Act.
(4)
The Authority may at any time appoint one or more persons to perform an independent
assessment of, and furnish a report on, the proposed transfer of a transferor’s business (or any
part thereof) under subsection (1).
(5)
The remuneration and expenses of any person appointed under subsection (4) must be
paid by the transferor and the transferee jointly and severally.
(6)
The Authority must serve a copy of any report furnished under subsection (4) on the
transferor and the transferee.
(7)
The Authority may require a person to furnish, within the period and in the manner
specified by the Authority, any information or document that the Authority may reasonably
require for the discharge of its duties or functions, or the exercise of its powers, under this
section and section 58.
(8)
Any person who —
(a)
without reasonable excuse, fails to comply with any requirement under subsection
(7); or
(b)
in purported compliance with any requirement under subsection (7), knowingly or
recklessly furnishes any information or document that is false or misleading in a
material particular,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000
or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing
offence, to a further fine not exceeding $12,500 for every day or part thereof during which the
offence continues after conviction.
(9)
Where a person claims, before furnishing the Authority with any information or
document that he is required to furnish under subsection (7), that the information or document
might tend to incriminate him, the information or document shall not be admissible in evidence
against him in criminal proceedings other than proceedings under subsection (8).
Approval of transfer
58.—(1) A transferor must apply to the Court for its approval of the transfer of the whole
or any part of the business of the transferor to the transferee under section 57(1).
(2)
Before making an application under subsection (1) —
(a)
the transferor must lodge with the Authority a report setting out such details of the
transfer and furnish such supporting documents as the Authority may specify;
(b)
the transferor must obtain the consent of the Authority under section 57(1)(a);
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(c)
the transferor and the transferee must, if they intend to serve on their respective
customers a summary of the transfer, obtain the Authority’s approval of the
summary;
(d)
the transferor must, at least 15 days before the application is made but not earlier
than one month after the report referred to in paragraph (a) is lodged with the
Authority, publish in the Gazette and in such newspaper or newspapers as the
Authority may determine a notice of the transferor’s intention to make the
application and containing such other particulars as may be prescribed;
(e)
the transferor and the transferee must keep at their respective offices in Singapore,
for inspection by any person who may be affected by the transfer, a copy of the
report referred to in paragraph (a) for a period of 15 days after the publication of
the notice referred to in paragraph (d) in the Gazette; and
(f)
unless the Court directs otherwise, the transferor and the transferee must serve on
their respective customers affected by the transfer, at least 15 days before the
application is made, a copy of the report referred to in paragraph (a) or a summary
of the transfer approved by the Authority under paragraph (c).
(3)
The Authority and any person who, in the opinion of the Court, is likely to be affected
by the transfer —
(a)
has the right to appear before and be heard by the Court in any proceedings relating
to the transfer; and
(b)
may make any application to the Court in relation to the transfer.
(4)
The Court must not approve the transfer if the Authority has not consented under
section 57(1)(a) to the transfer.
(5)
The Court may, after taking into consideration the views, if any, of the Authority on the
transfer —
(a)
approve the transfer without modification or subject to any modification agreed to
by the transferor and the transferee; or
(b)
refuse to approve the transfer.
(6)
If the transferee is not identified under section 43(2) as the operator or settlement
institution of the designated payment system, the Court may approve the transfer on terms that
the transfer shall take effect only in the event of the transferee being so identified.
(7)
The Court may by the order approving the transfer or by any subsequent order provide
for all or any of the following matters:
(a)
the transfer to the transferee of the whole or any part of the business of the
transferor;
(b)
the allotment or appropriation by the transferee of any share, debenture, policy or
other interest in the transferee which under the transfer is to be allotted or
appropriated by the transferee to or for any person;
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