Compulsory transfer of shares
66.—(1)  The Authority may make a determination that all or any of the shares held by a transferor in a pertinent financial institution incorporated in Singapore must 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 pertinent financial institution, whether or not the Authority has exercised the power;
(b)the transferee or, where the transferee is a corporation or co-operative society, 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; and
(c)the Authority is satisfied that the transfer is appropriate, having regard to —
(i)in any case where the pertinent financial institution is a bank licensed under the Banking Act 1970 —
(A)the interests of the depositors of the pertinent financial institution given priority and the order of priority of each class of depositors under section 62 of the Banking Act 1970;
(B)if the transferee is a bank licensed under the Banking Act 1970, 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 1970;
(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 pertinent financial institution is a finance company licensed under the Finance Companies Act 1967 —
(A)the interests of the depositors of the pertinent financial institution given priority and the order of priority of each class of depositors under section 44A of the Finance Companies Act 1967;
(B)if the transferee is a finance company licensed under the Finance Companies Act 1967, 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 1967;
(C)the stability of the financial system in Singapore; and
(D)any other matter that the Authority considers relevant;
(iia)in any case where the pertinent financial institution is an insurer licensed under the Insurance Act 1966 —
(A)the interests of the policy owners of the insurer given priority and the order of priority of each class of policy owners under section 123 of the Insurance Act 1966;
(B)if the transferee is an insurer licensed under the Insurance Act 1966, the interests of the policy owners of the transferee given priority and the order of priority of each class of policy owners under section 123 of the Insurance Act 1966;
(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
(iii)in any other case —
(A)the interests of the affected persons of the pertinent financial institution;
(B)the interests of the affected persons (if any) of the transferee;
(C)the stability of the financial system in Singapore; and
(D)any other matter that the Authority considers relevant.
[9/2013; 31/2017]
(2)  The Authority may, before making a determination, appoint one or more persons —
(a)to perform an independent assessment of —
(i)the proposed transfer of shares; and
(ii)the consideration (if any) that should be paid by the transferee; and
(b)to provide to the Authority a report on the assessment and on the proposed transfer.
[9/2013]
(3)  The remuneration and expenses of any person appointed under subsection (2) must be paid by the pertinent financial institution.
[9/2013]
(4)  The Authority must serve a copy of any report provided under subsection (2) on the transferor and the transferee.
[9/2013]
(5)  Upon making a determination, the Authority must submit the determination to the Minister for the Minister’s approval.
[9/2013]
(6)  Before approving the determination, the Minister must, unless he or she decides that it is not practicable or desirable to do so —
(a)publish in the Gazette and in such newspaper or newspapers as the Minister may determine a notice of the Minister’s intention to approve the determination, specifying such particulars as the Minister considers appropriate; and
(b)cause to be given to the transferor written notice of the Minister’s intention to approve the determination, specifying such particulars as the Minister considers appropriate and the date by which the transferor may make written representations to the Minister.
[9/2013]
(7)  In determining the period within which written representations have to be made under subsection (6), the Minister must take into account the need for the transfer to be effected expeditiously in the interest of the stability of the financial system in Singapore.
[9/2013]
(8)  Upon receipt of any written representation, the Minister must consider the representation for the purpose of deciding whether to approve the determination.
[9/2013]
(9)  Where the determination, if approved, will result in the transferee becoming a significant shareholder of the pertinent financial institution, the Minister must not approve the determination unless —
(a)the Authority is satisfied that —
(i)the transferee is a fit and proper person; and
(ii)having regard to the likely influence of the transferee, the pertinent financial institution will or will continue to conduct its business prudently and comply with the provisions of this Act and the relevant Act applicable to the pertinent financial institution; and
(b)the Minister is satisfied that —
(i)in any case where the pertinent financial institution is a bank incorporated in Singapore, it is in the national interest to do so; or
(ii)in any other case, it is in the public interest to do so.
[9/2013]
(10)  The Minister may —
(a)approve the determination without modification;
(b)approve the determination subject to any modification the Minister considers appropriate, if the transferee or, where the transferee is a corporation or co‑operative society, 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 agreed to the modification; or
(c)refuse to approve the determination.
[9/2013]
(11)  Any approval under subsection (10) is subject to such conditions as the Minister may determine, and the Minister may add to, vary or revoke any such condition.
[9/2013]
(12)  The transferor must comply with every condition referred to in subsection (11) that applies to the transferor and of which it has been given written notice by the Authority.
[9/2013; 31/2017]
(13)  The transferee must comply with every condition referred to in subsection (11) that applies to the transferee and of which it has been given written notice by the Authority.
[9/2013; 31/2017]
(13A)  A person that contravenes subsection (12) or (13) 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.
[31/2017]
(14)  A determination, an approval under subsection (10) of a determination or the issue of a certificate does not preclude the exercise of any power by the Authority or the Minister under this Act or the relevant Act applicable to the pertinent financial institution.
[9/2013]