Compulsory transfer of business
57.—(1)  Subject to subsections (2), (2A) 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;
[Act 31 of 2017 wef 29/10/2018]
(iia)in any case where the transferor is an insurer licensed under the Insurance Act (Cap. 142) —
(A)the interests of the policy owners of the transferor given priority and the order of priority of each class of policy owners under section 49FR of the Insurance Act;
(B)if the transferee is an insurer licensed under the Insurance Act, the interests of the policy owners of the transferee given priority and the order of priority of each class of policy owners under section 49FR of the Insurance Act;
(C)the stability of the financial system in Singapore;
(D)whether the PPF Agency has to make a payout from any of the PPF Funds to the transferee and the amount of such payout, if any; and
(E)any other matter that the Authority considers relevant; or
[Act 31 of 2017 wef 29/10/2018]
(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;
[Act 31 of 2017 wef 29/10/2018]
(d)the transfer involves the whole or part of the significant business of the transferor; and
[Act 31 of 2017 wef 29/10/2018]
(e)where the transferee is to carry on the whole or part of the significant business of the transferor, the transferee is, 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.
[Act 31 of 2017 wef 29/10/2018]
(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, policy owners and affected persons in subsection (1)(c) shall be construed accordingly.
[Act 31 of 2017 wef 29/10/2018]
(2A)  Where the transferor is an insurer licensed under the Insurance Act, any determination made by the Authority for the purpose of subsection (1) may include a determination as to whether guaranteed policy moneys in relation to any policy should be adjusted upon the proposed transfer so as to achieve an orderly resolution of the transferor.
[Act 31 of 2017 wef 29/10/2018]
(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;
[Act 31 of 2017 wef 29/10/2018]
(ii)the consideration, if any, that should be paid by the transferee; and
(iii)where the transferor is an insurer licensed under the Insurance Act, whether guaranteed policy moneys in relation to any policy should be adjusted upon the proposed transfer so as to achieve an orderly resolution of the transferor; and
[Act 31 of 2017 wef 29/10/2018]
(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 for the purpose mentioned in subsection (1)(e), where the transferee 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.
[Act 31 of 2017 wef 29/10/2018]
(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 the Minister considers appropriate, if either the board of directors of the transferee (if it is a corporation) or the committee of management of the transferee (if it is a co-operative society) has agreed to the modification; or
[Act 31 of 2017 wef 29/10/2018]
(c)refuse to approve the determination.
(13)  Any approval under subsection (12) shall be subject to such conditions as the Minister may determine to give effect to the determination, and the Minister may add to, vary or revoke any such condition.
[Act 31 of 2017 wef 29/10/2018]
(13A)  The transferor or transferee, as the case may be, must comply with every condition mentioned in subsection (13) that applies to it and of which it has been given written notice by the Authority.
[Act 31 of 2017 wef 29/10/2018]
(13B)  A person that contravenes subsection (13A) 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 of a day during which the offence continues after conviction.
[Act 31 of 2017 wef 29/10/2018]
(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 31 of 2017 wef 04/06/2018]
[Act 9 of 2013 wef 18/04/2013]