Certificate of transfer
49FK.—(1)  If the Minister approves a determination, he shall, as soon as practicable, issue a certificate of transfer which shall come into effect on the date specified by the Minister in the certificate.
[16/2011 wef 01/05/2011]
(2)  The certificate shall specify such information as may be prescribed.
[16/2011 wef 01/05/2011]
(3)  The certificate may make provision for all or any of the following matters:
(a)the transfer to the transferee of all or any of the shares of the transferor;
(b)any share which is held by the transferor as trustee;
(c)the compensation, if any, to be paid by the transferee to the transferor and the period within which the compensation is to be paid;
(d)such incidental, consequential and supplementary matters as are, in the Minister’s opinion, necessary to secure that the transfer is fully effective, including conditions relating to the transfer.
[16/2011 wef 01/05/2011]
(4)  The Minister may at any time before the certificate comes into effect add to, vary or revoke any matter specified in the certificate.
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(5)  The Authority shall cause the certificate and any addition, variation or revocation referred to in subsection (4), to be served on the licensed insurer and published in the Gazette and in such newspaper or newspapers as the Minister may determine, on or before the date on which the certificate comes into effect.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(6)  Notwithstanding any written law or rule of law, upon the certificate coming into effect, any share of the transferor that is to be transferred under the certificate shall be transferred to and vest in the transferee, free from any claim or encumbrance, without other or further assurance, act or deed; and the certificate shall have effect according to its tenor and be binding on any person thereby affected.
[16/2011 wef 01/05/2011]
(7)  For the avoidance of doubt, the shares of the transferor shall be transferred to and vest in the transferee in accordance with subsection (6) notwithstanding the death or dissolution, or the bankruptcy or winding up, or the mental or other incapacity, of the transferor.
[16/2011 wef 01/05/2011]
(8)  Section 259 of the Companies Act (Cap. 50) shall not apply to the transfer of any share under the certificate.
[16/2011 wef 01/05/2011]
(9)  Where the transfer of shares under the certificate results in the transferee becoming a substantial shareholder or an effective controller of the licensed insurer, the transferee shall, upon the coming into effect of the certificate —
(a)be deemed to have obtained the approval of the Authority under section 28 or 29, as the case may be, in respect of the shares; and
[Act 11 of 2013 wef 18/04/2013]
(b)not be required to make a take-over offer or be required to acquire the shares of the other shareholders of the licensed insurer notwithstanding the provisions of the Companies Act (Cap. 50) or the Take-over Code.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(10)  A transferor or a transferee who contravenes any provision in the certificate 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; and
(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.
[Act 11 of 2013 wef 18/04/2013]
(11)  Where a person is charged with an offence under subsection (10), it shall be a defence for the person to prove that —
(a)he was not aware he had contravened any provision in the certificate; and
(b)he has complied with the provision within a reasonable time after becoming aware of the contravention.
[16/2011 wef 01/05/2011]
(12)  Except as provided in subsection (11), it shall not be a defence for a person charged with an offence under subsection (10) that he did not intend to or did not knowingly contravene any provision in the certificate.
[16/2011 wef 01/05/2011]
(13)  Notwithstanding section 41E and subject to section 49FU, during the period beginning with the date on which the Minister publishes the notice under section 49FJ(6) in the Gazette on the transfer of any share in a licensed insurer or, where the notice is not published in the Gazette, the date on which the Authority publishes the certificate under subsection (5) in the Gazette on the transfer of the share and ending with the date on which the transfer of the share comes into effect —
(a)no execution or other legal process shall be commenced or continued against the share;
(b)no steps shall be taken to enforce any security over the share;
(c)any sale, transfer, assignment or other disposition of the share shall be void;
(d)no voting rights shall be exercisable in respect of the share unless the Minister expressly permits such rights to be exercised;
(e)no shares in the licensed insurer shall be issued or offered (whether by way of rights, bonus or otherwise) in respect of the share unless the Minister expressly permits such issue or offer;
(f)no payment shall be made by the licensed insurer of any amount (whether by dividends or otherwise) in respect of the share unless the Minister expressly authorises such payment;
(g)no resolution shall be passed, and no order shall be made, for the winding up of the licensed insurer;
(h)no proceedings shall be commenced or continued against the licensed insurer in respect of any business of the licensed insurer;
(i)no execution, distress or other legal process shall be commenced, levied or continued against any property of the licensed insurer;
(j)no steps shall be taken to enforce any security over any property of the licensed insurer; and
(k)any sale, transfer, assignment or other disposition of any property of the licensed insurer shall be void except for any payment of claims to policy owners or claimants (other than policy owners who are related corporations of the licensed insurer).
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]