Certificate of restructuring
49FN.—(1)  If the Minister approves a determination, he shall, as soon as practicable, issue a certificate of restructuring 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.
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(3)  The certificate may make provision for all or any of the following matters:
(a)the cancellation of the whole or any part of the share capital of the licensed insurer not paid up;
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(b)the cancellation of the whole or any part of the paid-up share capital of the licensed insurer lost or unrepresented by the available assets of the licensed insurer;
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(c)the shares to be issued by the licensed insurer to the subscriber, the compensation, if any, to be paid by the subscriber for the shares and the period within which the compensation is to be paid;
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(d)such incidental, consequential and supplementary matters as are, in the Minister’s opinion, necessary to secure that the restructuring is fully effective, including conditions relating to the restructuring.
[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.
(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.
[Act 11 of 2013 wef 18/04/2013]
(6)  Notwithstanding any written law or rule of law (including anything in the memorandum or articles of association of the licensed insurer) —
(a)where the certificate provides for a reduction of the share capital of the licensed insurer, upon the certificate coming into effect, the reduction of the share capital shall take effect and the certificate shall have effect according to its tenor without other or further act by the licensed insurer and be binding on any person thereby affected; and
(b)where the certificate provides for the issue of shares by the licensed insurer, the licensed insurer shall issue the shares in accordance with the certificate and the certificate shall have effect according to its tenor and be binding on any person thereby affected.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(7)  Where the issue of shares under the certificate results in the subscriber becoming a substantial shareholder or an effective controller of the licensed insurer, the subscriber 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]
(8)  The licensed insurer shall lodge a copy of the certificate with the Registrar of Companies within 7 days after being served with the certificate.
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[Act 11 of 2013 wef 18/04/2013]
(9)  A licensed insurer or a subscriber which 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]
(10)  Where a subscriber is charged with an offence under subsection (9), it shall be a defence for the subscriber 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.
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(11)  Except as provided in subsection (10), it shall not be a defence for a subscriber charged with an offence under subsection (9) that he did not intend to or did not knowingly contravene any provision in the certificate.
[16/2011 wef 01/05/2011]
(12)  Any licensed insurer which fails to comply with subsection (8) and every officer of the licensed insurer who fails to take all reasonable steps to secure compliance by the licensed insurer with that subsection shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(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 49FM(7) in the Gazette on the restructuring of the share capital of 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 restructuring of the share capital and ending with the date on which the certificate comes into effect —
(a)no resolution shall be passed, and no order shall be made, for the winding up of the licensed insurer;
[Act 11 of 2013 wef 18/04/2013]
(b)no proceedings shall be commenced or continued against the licensed insurer in respect of any business of the licensed insurer;
[Act 11 of 2013 wef 18/04/2013]
(c)no execution, distress or other legal process shall be commenced, levied or continued against any property of the licensed insurer;
[Act 11 of 2013 wef 18/04/2013]
(d)no steps shall be taken to enforce any security over any property of the licensed insurer; and
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(e)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]
[Act 11 of 2013 wef 18/04/2013]