Division 2 — Compulsory transfer of business
of pertinent financial institution
Interpretation of this Division
30AAR.  In this Division, unless the context otherwise requires —
“business” includes affairs, property, right, obligation and liability;
“certificate” means a certificate of transfer issued by the Minister under section 30AAT(1);
“debenture” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
“determination” means a determination made by the Authority under section 30AAS(1);
“property” includes property, right and power of every description;
“specified business” means any part of the business of a transferor which is specified or identified in a certificate;
“transferee” means any person (being a person who is, or who has applied or will be applying to be, approved, authorised, designated, recognised, registered, licensed or otherwise regulated, under this Act or any of the written laws set out in the Schedule, to carry on the significant business of the transferor) to which the whole or any part of a transferor’s business is, is to be, or is proposed to be transferred under this Division;
“transferor” means a pertinent financial institution the whole or any part of the business of which is, is to be, or is proposed to be transferred under this Division.
[Act 9 of 2013 wef 18/04/2013]
Compulsory transfer of business
30AAS.—(1)  Subject to subsections (2) and (6), the Authority may make a determination that the whole or any part of the business of a transferor shall be transferred to a transferee, if —
(a)any ground exists for the Authority to exercise any power under the relevant provisions in relation to the transferor, whether or not the Authority has exercised the power;
(b)the board of directors of the transferee (in any case where the transferee is a corporation), or the committee of management of the transferee (in any case where the transferee is a co-operative society), has consented to the transfer;
(c)the Authority is satisfied that the transfer is appropriate, having regard to —
(i)in any case where the transferor is a bank licensed under the Banking Act (Cap. 19) —
(A)the interests of the depositors of the transferor given priority and the order of priority of each class of depositors under section 62 of the Banking Act;
(B)if the transferee is a bank licensed under the Banking Act, the interests of the depositors of the transferee given priority and the order of priority of each class of depositors under section 62 of the Banking Act;
(C)the stability of the financial system in Singapore; and
(D)any other matter that the Authority considers relevant;
(ii)in any case where the transferor is a finance company licensed under the Finance Companies Act (Cap. 108) —
(A)the interests of the depositors of the transferor given priority and the order of priority of each class of depositors under section 44A of the Finance Companies Act;
(B)if the transferee is a finance company licensed under the Finance Companies Act, the interests of the depositors of the transferee given priority and the order of priority of each class of depositors under section 44A of the Finance Companies Act;
(C)the stability of the financial system in Singapore; and
(D)any other matter that the Authority considers relevant; or
(iii)in any other case —
(A)the interests of the affected persons of the transferor;
(B)the interests of the affected persons of the transferee;
(C)the stability of the financial system in Singapore; and
(D)any other matter that the Authority considers relevant; and
(d)the transfer involves the whole or part of the significant business of the transferor.
(2)  Where the transferor is a pertinent financial institution incorporated or established outside Singapore, any determination shall only be in respect of the transferor’s business (or any part thereof) which is reflected in the books of the transferor in Singapore in relation to the transferor’s operations in Singapore, and the references to depositors and affected persons in subsection (1)(c) shall be construed accordingly.
(3)  The Authority may, before making a determination, appoint one or more persons —
(a)to perform an independent assessment of —
(i)the proposed transfer of the business (or any part thereof) of the transferor; and
(ii)the consideration, if any, that should be paid by the transferee; and
(b)to furnish to the Authority a report on the assessment and on the proposed transfer.
(4)  The remuneration and expenses of any person appointed under subsection (3) shall be paid by the transferor.
(5)  The Authority shall serve a copy of any report furnished under subsection (3) on the transferor and the transferee.
(6)  A determination may provide for the transfer of the business (or any part thereof) of the transferor to a transferee who is not approved, authorised, designated, recognised, registered, licensed or otherwise regulated under any of the written laws set out in the Schedule to carry on in Singapore the significant business of the transferor, on terms that the transfer shall take effect only in the event of the transferee becoming so approved, authorised, designated, recognised, registered, licensed or regulated, as the case may be.
(7)  Upon making a determination, the Authority shall submit the determination to the Minister for his approval.
(8)  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 he may determine a notice of his intention to approve the determination, specifying such particulars as he considers appropriate; and
(b)cause to be given to the transferor notice in writing of his intention to approve the determination, specifying such particulars as he considers appropriate and the date by which the transferor may make written representations to him.
(9)  In determining the period within which written representations have to be made under subsection (8), the Minister shall take into account the need for the transfer to be effected expeditiously in the interest of the stability of the financial system in Singapore.
(10)  Upon receipt of any written representation, the Minister shall consider the representation for the purpose of deciding whether to approve the determination.
(11)  Where the transferor is a bank incorporated in Singapore, the Minister shall not approve the determination unless he is satisfied that it is in the national interest to do so.
(12)  The Minister may —
(a)approve the determination without modification;
(b)approve the determination subject to any modification he considers appropriate, if the board of directors of the transferee has agreed to the modification; or
(c)refuse to approve the determination.
(13)  Any approval under subsection (12) shall be subject to such conditions as the Minister may determine, and the Minister may add to, vary or revoke any such condition.
(14)  A determination, an approval under subsection (12) of a determination or the issue of a certificate shall not preclude the exercise of any power by the Authority or the Minister under this Act or the relevant Act applicable to the transferor.
[Act 9 of 2013 wef 18/04/2013]
Certificate of transfer
30AAT.—(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 him in the certificate.
(2)  The certificate shall specify such information as may be prescribed by regulations made under section 30AAZN.
(3)  The certificate may make provision for all or any of the following matters:
(a)the transfer to the transferee of the whole or any part of the business of the transferor;
(b)the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person;
(c)any property which is held by the transferor as trustee;
(d)any future or contingent right or liability of the transferor;
(e)the coming into effect of the transfer of any specified business on a date other than the date on which the certificate comes into effect;
(f)the consideration, if any, to be paid by the transferee to the transferor, and the period within which the consideration is to be paid;
(g)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.
(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)  On or before the date on which the certificate comes into effect, the Authority shall cause the certificate and any addition, variation or revocation referred to in subsection (4) to be served on the transferor and the transferee and published in the Gazette and in such newspaper or newspapers as the Minister may determine.
(6)  Subject to subsection (7), unless otherwise specified in the certificate, the transfer of the business (or any part thereof) of the transferor under the certificate shall take effect on the date on which the certificate comes into effect.
(7)  Where the transferee is not approved, authorised, designated, recognised, registered, licensed or otherwise regulated, under this Act or any of the written laws set out in the Schedule, to carry on in Singapore the significant business of the transferor, the transfer of the business (or any part thereof) shall not come into effect unless the transferee becomes so approved, authorised, designated, recognised, registered, licensed or regulated, as the case may be.
(8)  Notwithstanding any written law or rule of law, upon the date on which the transfer of the business (or any part thereof) of the transferor comes into effect under the certificate —
(a)subject to subsection (10) —
(i)the business (or any part thereof) shall be transferred to and vest in the transferee without other or further assurance, act or deed; and
(ii)the certificate shall have effect according to its tenor and be binding on any person thereby affected;
(b)all deeds, bonds, agreements and other arrangements subsisting immediately before that date which relate to the business (or any part thereof) and to which the transferor is a party shall continue in full force and effect, and shall be enforceable by or against the transferee, as from that date, as if the transferee had been named therein or had been a party thereto instead of the transferor; and
(c)any proceedings or cause of action, by or against the transferor, pending or existing immediately before that date and relating to the business (or any part thereof) may be continued and shall be enforced by or against the transferee as from that date.
(9)  For the avoidance of doubt, the business (or any part thereof) of the transferor shall be transferred to and vest in the transferee in accordance with subsection (8), notwithstanding any incapacity of the transferor.
(10)  The certificate shall not have any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority.
(11)  Section 259 of the Companies Act (Cap. 50) shall not apply to the transfer of any property under the certificate.
(12)  If any specified business is governed by the law of any foreign country or territory, and the transferee so requires, the transferor shall take all necessary steps for securing that the transfer of the specified business to the transferee is fully effective under the law of that country or territory.
(13)  The transferee and the transferor shall each lodge, within 7 days after being served with the certificate —
(a)a copy of the certificate with the Registrar of Companies;
(b)where the transferor or transferee is a co-operative society, a copy of the certificate with the Registrar of Co-operative Societies; and
(c)where the certificate relates to land in Singapore, an office copy of the certificate with the appropriate authority concerned with the registration or recording of dealings in that land.
(14)  A transferor or transferee which fails to comply with any provision in the certificate shall be guilty of an offence and shall be liable on conviction 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.
(15)  A transferor which contravenes subsection (12) shall be guilty of an offence and shall be liable on conviction 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.
(16)  A transferor or transferee which contravenes subsection (13), and every officer of the transferor or transferee (as the case may be) who fails to take all reasonable steps to secure compliance by the transferor or transferee (as the case may be) with that subsection, shall each be guilty of an offence and shall each 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.
(17)  In subsection (16), “officer”, in relation to a transferor or transferee, includes —
(a)a director, a secretary or an executive officer of the transferor or transferee (as the case may be);
(b)a receiver or manager of any part of the undertaking of the transferor or transferee (as the case may be) appointed under a power contained in any instrument; and
(c)a liquidator of the transferor or transferee (as the case may be) appointed in a voluntary winding up.
[Act 9 of 2013 wef 18/04/2013]
Moratorium, avoidance of disposition of property, etc.
30AAU.—(1)  Notwithstanding section 30AAO(2) but subject to section 30AAZM, no resolution shall be passed, and no order shall be made, for the winding up of a transferor, and no judicial management order under Part VIIIA of the Companies Act (Cap. 50) shall be made in relation to a transferor, during the period —
(a)beginning on —
(i)the date on which the Minister publishes the notice under section 30AAS(8) in the Gazette on the transfer of the business (or any part thereof) of the transferor; or
(ii)where the notice is not published in the Gazette, the date on which the Authority publishes the certificate under section 30AAT(5) in the Gazette on the transfer of the business (or any part thereof) of the transferor; and
(b)ending on —
(i)the date on which the certificate comes into effect; or
(ii)where the certificate specifies a different date for the coming into effect of the transfer of any specified business, the last day on which the transfer of every specified business has come into effect.
(2)  Notwithstanding section 30AAO(2) but subject to section 30AAZM, during the period beginning on the date on which the Minister publishes the notice under section 30AAS(8) in the Gazette on the transfer of a specified business of the transferor or, where the notice is not published in the Gazette, the date on which the Authority publishes the certificate under section 30AAT(5) in the Gazette on the transfer of the specified business, and ending on the date on which the transfer of the specified business comes into effect —
(a)no proceedings shall be commenced or continued against the transferor in respect of the specified business;
(b)no execution, distress or other legal process shall be commenced, levied or continued against the specified business;
(c)no steps shall be taken to enforce any security over the specified business or to repossess from the transferor the specified business under any hire-purchase agreement, chattels leasing agreement or retention of title agreement; and
(d)any sale, transfer, assignment or other disposition of the specified business shall be void.
[Act 9 of 2013 wef 18/04/2013]