Comparison View

Formal Consolidation |  2002 RevEd
Control of take-overs of insurers incorporated in Singapore
27.—(1)  This section and sections 28 and 29 shall apply to and in relation to all natural persons whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not.
[11/86]
(2)  No person shall, after 1st January 1987, enter into an agreement to acquire shares of a registered insurer that is incorporated in Singapore by virtue of which he would, if the agreement is carried out, obtain effective control of that insurer without first notifying the Authority of his intention to enter into the agreement and obtaining the approval of the Authority to his entering into the agreement.
(3)  Any person who contravenes subsection (2) 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.
[41/2001]
(4)  For the purposes of this section —
(a)a person shall be regarded as obtaining effective control of a registered insurer by virtue of an agreement if the person alone or acting together with any associate or associates would, if the agreement is carried out —
(i)acquire or hold, directly or indirectly, 20% or more of the issued share capital of the insurer; or
(ii)control, directly or indirectly, 20% or more of the voting power of the insurer;
(b)a reference to entering into an agreement to acquire shares includes —
(i)a reference to a person making or publishing a statement, however expressed, that expressly or impliedly invites a holder of shares to offer to dispose of his shares to that person;
(ii)a reference to a person obtaining a right to acquire shares under an option, or to have shares transferred to himself or to his order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not;
(c)a reference to the voting power in a registered insurer is a reference to the total number of votes that might be cast in the general meeting of the insurer; and
(d)the following persons are associates of a person:
(i)the person’s spouse or parent or remoter lineal ancestor, son, daughter or remoter issue, brother or sister of the person;
(ii)any partner of the person;
(iii)any corporation of which the person is an officer;
(iv)where the person is a corporation, any officer of the corporation;
(v)any employee or employer of the person;
(vi)any officer of any corporation of which the person is an officer;
(vii)any employee of a natural person of whom the person is an employee;
(viii)any corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person or, where the person is a corporation, of the directors of the person;
(ix)any corporation in accordance with the directions, instructions or wishes of which, or of the directors of which, the person is accustomed or under an obligation, whether formal or informal, to act;
(x)any corporation in which the person is in a position to control not less than 20% of the voting power in the corporation; and
(xi)where the person is a corporation, a person who is in a position to control not less than 20% of the voting power in the corporation.
[30/99]
Informal Consolidation | Amended Act 11 of 2013
Application and interpretation of sections 28 to 30
27.—(1)  This section and sections 28 to 30 shall apply to, and in relation to, all individuals, whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated, formed, established or carrying on business in Singapore or not.
(2)  For the purposes of sections 28 to 30 —
(a)a reference to the control of a percentage of the voting power in an insurer is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the insurer; and
(b)any reference to “arrangement” includes a reference to any formal or informal scheme, arrangement or understanding, and any trust whether express or implied.
[Act 11 of 2013 wef 18/04/2013]