Comparison View

Formal Consolidation |  2002 RevEd
Arrangements affecting control of insurers incorporated in Singapore
28.—(1)  No person shall enter into any arrangement in relation to any registered insurer that is incorporated in Singapore by virtue of which he would, if the arrangement is carried out, obtain control of the insurer without first notifying the Authority of his intention to enter into the arrangement and obtaining the approval of the Authority to his entering into the arrangement.
[11/86]
(2)  Any person who contravenes subsection (1) 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]
(3)  For the purposes of this section —
(a)a person shall be regarded as entering into an arrangement by virtue of which he would obtain control of a registered insurer if he alone or acting together with an associate or associates would be in a position to determine the policy of the insurer;
(b)the reference to entering into any arrangement is a reference to any formal or informal scheme, arrangement or understanding, whether expressly or by implication and without limiting the generality of the foregoing includes a reference —
(i)creating a trust whether express or implied; and
(ii)entering into a transaction or agreement,
and references to an arrangement shall be construed accordingly; and
(c)the reference to associates of a person has the same reference as under section 27.
Informal Consolidation | Amended Act 11 of 2013
Control of take-overs of licensed insurers incorporated in Singapore
28.—(1)  No person shall, on or after the date of commencement of section 24 of the Insurance (Amendment) Act 2013, obtain effective control of a licensed insurer incorporated in Singapore without the prior written approval of the Authority.
(2)  The Authority may approve an application made by any person under subsection (1) if the Authority is satisfied that —
(a)the person is a fit and proper person; and
(b)having regard to the likely influence of the person, the licensed insurer concerned will or will continue to conduct its business prudently and comply with the provisions of this Act.
(3)  Any approval under this section may be granted to any person subject to such conditions as the Authority may determine, including but not limited to any condition —
(a)restricting the person’s disposal or further acquisition of shares or voting power in the licensed insurer concerned; or
(b)restricting the person’s exercise of voting power in the insurer.
(4)  The Authority may at any time add to, vary or revoke any condition imposed under subsection (3).
(5)  Any condition imposed under subsection (3) or (4) shall have effect notwithstanding any of the provisions of the Companies Act (Cap. 50) or anything contained in the memorandum or articles of association of the licensed insurer concerned.
(6)  Any person who contravenes subsection (1), or fails to comply with any condition imposed under subsection (3) or (4), shall be guilty of an offence and shall be liable on conviction —
(a)in the case of an individual, 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; or
(b)in any other case, to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.
(7)  For the purposes of this section —
(a)a person shall, subject to paragraph (b), be regarded as obtaining effective control of a licensed insurer if —
(i)the person, whether alone or together with his associates —
(A)holds 20% or more of the total number of issued shares in the insurer; or
(B)is in a position to control 20% or more of the voting power in the insurer;
(ii)the directors of the insurer are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person (whether acting alone or together with any other person, and whether with or without holding shares or controlling voting power in the insurer); or
(iii)the person (whether acting alone or together with any other person, and whether with or without holding shares or controlling voting power in the insurer) is in a position to determine the policy of the insurer;
(b)a person shall not be regarded as obtaining effective control of a licensed insurer if —
(i)the person is a director or any other officer of the insurer whose appointment has been approved by the Authority; or
(ii)the directors of the insurer are accustomed to act in accordance with the directions, instructions or wishes of the person by reason only that the directors act on advice given by the person in his professional capacity;
(c)a person, A, is an associate of another person, B, if —
(i)A is the spouse, or a parent, remoter lineal ancestor or step-parent, a son, daughter, remoter issue, step-son or step-daughter, or a brother or sister of B;
(ii)A is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B or, where B is a corporation, of the directors of B;
(iii)B is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A or, where A is a corporation, of the directors of A;
(iv)A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;
(v)B is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A;
(vi)A is a related corporation of B;
(vii)A is a corporation in which B, alone or together with other associates of B as described in sub-paragraphs (ii) to (vi), is in a position to control not less than 20% of the voting power in A;
(viii)B is a corporation in which A, alone or together with other associates of A as described in sub-paragraphs (ii) to (vi), is in a position to control not less than 20% of the voting power in B; or
(ix)A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their voting power in relation to, an insurer; and
(d)a person holds a share if —
(i)he is deemed to have an interest in that share under section 7(6) of the Companies Act (Cap. 50); or
(ii)he otherwise has a legal or an equitable interest in that share, except for such interest as is to be disregarded under section 7(7), (8) and (9) of the Companies Act.
[Act 11 of 2013 wef 18/04/2013]