Significant shareholder by reason of bail-in certificate
78.—(1)  Where any person becomes a significant shareholder of a Division 4A FI or resulting FI as a result of a provision of a bail-in certificate, that person —
(a)is treated as having obtained the approval of the Minister or the Authority, as the case may be, under the significant shareholder provisions applicable to the Division 4A FI or the resulting FI, in respect of the person becoming a significant shareholder; and
(b)is not required to make a take-over offer or to acquire the shares of the other shareholders of the Division 4A FI or resulting FI (as the case may be), despite anything in the Companies Act (Cap. 50) or the Take-over Code.
(2)  The person mentioned in subsection (1) must comply with such conditions as the Minister may reasonably impose on the person, including but not limited to the following:
(a)a condition restricting the person’s disposal or further acquisition of shares or voting power in the Division 4A FI or resulting FI, as the case may be;
(b)a condition restricting the person’s exercise of voting power in the Division 4A FI or resulting FI, as the case may be.
(3)  The Minister may, at any time, add to, vary or revoke any condition imposed under subsection (2).
(4)  Any condition imposed under subsection (2) has effect despite anything in the Companies Act or the constitution of the Division 4A FI or resulting FI.
(5)  Despite subsection (1)(a), the Minister may serve a written notice on the person mentioned in subsection (1) if —
(a)the Authority is not satisfied that —
(i)the person is, in accordance with the Guidelines on Fit and Proper Criteria, a fit and proper person to be a significant shareholder; and
(ii)having regard to the likely influence of the person on it, the Division 4A FI or resulting FI will or will continue to conduct its business prudently and comply with the provisions of this Act and the relevant Act applicable to it; or
(b)the Minister is not satisfied that —
(i)in a case where the Division 4A FI or resulting FI is a bank incorporated in Singapore, it is in the national interest for the person to remain a significant shareholder of the Division 4A FI or resulting FI, as the case may be; or
(ii)in any other case, it is in the public interest for the person to remain a significant shareholder of the Division 4A FI or resulting FI, as the case may be.
(6)  The written notice in subsection (5) is one that requires the person to take such steps within a reasonable time as are necessary to cease to be a significant shareholder of the Division 4A FI or resulting FI, as the case may be.
(7)  Before serving the notice in subsection (5), the Minister must (unless the Minister decides that it is not practicable or desirable to do so) cause to be given to the person a written notice of the Minister’s intention to serve the notice in that subsection, and specifying a date by which the person may make written representations.
(8)  Upon receipt of any written representation, the Minister must consider it for the purpose of determining whether to serve the notice in subsection (5).
(9)  Where the Minister has served a notice in subsection (5) on a person, then, until the person has disposed of or transferred the shares specified in the notice and in accordance with the notice —
(a)no voting rights are exercisable in respect of the specified shares except with the permission of the Minister, whether or not a notice under section 77(2) is published that the provision has ceased to apply;
(b)no shares of the Division 4A FI or resulting FI (as the case may be) may be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified shares except with the permission of the Minister; and
(c)except in a liquidation of the Division 4A FI or resulting FI (as the case may be), the Division 4A FI or resulting FI may not make any payment (whether by way of dividends or otherwise) in respect of the specified shares except with the permission of the Minister.
(10)  Subsection (9) has effect despite anything in the Companies Act or the Insolvency, Restructuring and Dissolution Act 2018 or the constitution of the Division 4A FI or resulting FI.
[Act 40 of 2018 wef 30/07/2020]
(11)  In this section, “Guidelines on Fit and Proper Criteria” means the document by that title issued by the Authority and published on its website, as revised from time to time.
[Act 31 of 2017 wef 29/10/2018]