Compulsory restructure of capital
49FM.—(1)  If any ground exists under section 41(1) for the Authority to exercise any power under section 41(2) in relation to a licensed insurer incorporated or established in Singapore, whether or not the Authority has exercised the power, and the Authority is of the opinion that —
(a)the liability on any of the shares of the licensed insurer in respect of share capital not paid up ought to be extinguished or reduced; or
(b)any paid-up share capital of the licensed insurer is lost or unrepresented by the available assets of the licensed insurer,
the Authority may make a determination that the share capital of the licensed insurer shall be reduced by the cancellation of the whole or any part of its share capital not paid up, or of its paid-up share capital which is lost or unrepresented by its available assets.
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(2)  The Authority may, in writing, make a determination that shares shall be issued by a licensed insurer incorporated in Singapore to a subscriber if —
(a)any ground exists under section 41(1) for the Authority to exercise any power under section 41(2) in relation to the licensed insurer, whether or not the Authority has exercised the power;
(b)the subscriber or, where the subscriber is a corporation, its board of directors has consented to subscribe for the shares; and
(c)the Authority is satisfied that the issue of shares is appropriate, having regard to —
(i)the interests of the policy owners of the licensed insurer given priority and the order of priority of each class of its policy owners under section 49FR;
(ii)where the subscriber is a licensed insurer in Singapore, the interests of policy owners of the subscriber given priority and the order of priority of each class of its policy owners under section 49FR;
(iii)the stability of the financial system in Singapore; and
(iv)any other matter that the Authority considers relevant.
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(3)  The Authority may, before making a determination, appoint one or more persons to perform an independent assessment of the value of the assets of the licensed insurer and, in the case of a determination under subsection (2), the consideration, if any, that should be paid by the subscriber, and furnish a report on the restructuring.
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(4)  The remuneration and expenses of a person appointed under subsection (3) shall be borne by the licensed insurer.
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(5)  The Authority shall serve a copy of any report furnished under subsection (3) on the licensed insurer and, where the report is in relation to a determination to be made under subsection (2), on the subscriber.
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(6)  Upon making a determination, the Authority shall submit the determination to the Minister for his approval.
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(7)  Before approving the determination, the Minister shall, unless he decides that it is not practicable or desirable to do so —
(a)publish in the Gazette and in such newspaper or newspapers as may be determined by the Minister a notice of his intention to approve the determination, specifying such particulars as the Minister considers appropriate and the date by which any shareholder of the licensed insurer may make written representations to the Minister; and
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(b)cause to be given to the licensed insurer notice in writing of his intention to approve the determination, specifying such particulars as the Minister considers appropriate and the date by which the licensed insurer may make written representations to the Minister.
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(8)  In determining the period within which written representations have to be made under subsection (7), the Minister shall take into account the need for the restructuring to be effected expeditiously in the interest of the stability of the financial system in Singapore.
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(9)  Upon receipt of any written representation, the Minister shall consider the representation for the purpose of deciding whether to approve the determination.
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(10)  Where the determination under subsection (2), if approved, will result in the subscriber becoming a substantial shareholder or an effective controller of the licensed insurer, the Minister shall not approve the determination unless —
(a)the Authority is satisfied that —
(i)the subscriber is a fit and proper person; and
(ii)having regard to the likely influence of the subscriber, the licensed insurer will or will continue to conduct its business prudently and comply with the provisions of this Act; and
(b)the Minister is satisfied that it is in the public interest to do so.
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(11)  The Minister may —
(a)approve the determination without modification;
(b)approve the determination subject to any modification he considers appropriate if the subscriber or, where the subscriber is a corporation, its board of directors has agreed to the modification; or
(c)refuse to approve the determination.
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(12)  Any approval under subsection (11) shall be subject to such conditions as the Minister may determine and the Minister may add to, vary or revoke any such conditions.
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(13)  The licensed insurer or subscriber, as the case may be, shall comply with the conditions referred to in subsection (12).
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(14)  A determination, the approval of a determination under this section or the issue of a certificate shall not preclude the Authority or the Minister from exercising any power under this Act.
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