PART I | 1. This Act may be cited as the Securities and Futures Act. |
2.—(1) In this Act, unless the context otherwise requires —“accredited investor” means —| (a) | an individual whose net personal assets exceed $5 million or its equivalent in value in foreign currencies; or | | (b) | a corporation with net assets exceeding $10 million in value or its equivalent in value in foreign currencies as determined in accordance with the most recent audited balance-sheet of the corporation, or in the case of a corporation which is not required to prepare audited accounts, a balance-sheet certified by the corporation to give a true and fair view of the state of affairs of the corporation as at the end of the period to which it relates; |
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| “advising on corporate finance” has the meaning given to it in the Second Schedule; |
| “advocate and solicitor” means an advocate and solicitor of the Supreme Court or a foreign lawyer as defined in section 130A of the Legal Profession Act (Cap. 161); |
| “auditor” means a public accountant within the meaning of the Companies Act (Cap. 50); [5/2004 wef 11/04/2005] |
| “Authority” means the Monetary Authority of Singapore established under the Monetary Authority of Singapore Act (Cap. 186); |
| “book” includes any record, register, document or other record of information, and any account or accounting record, however compiled, recorded or stored, whether in written or printed form or on microfilm or in any other electronic form or otherwise; |
“business rules”, in relation to an exchange holding company, a securities exchange, a futures exchange, a recognised trading system provider or a clearing house, means the rules, regulations, by-laws or such similar body of statements, by whatever name called, that govern the activities and conduct of —| (a) | the exchange holding company, securities exchange, futures exchange, recognised trading system provider or clearing house and its members; and | | (b) | other persons in relation to it, |
| whether or not those rules, regulations, by-laws or similar body of statements are made by the exchange holding company, securities exchange, futures exchange, recognised trading system provider or clearing house or are contained in its constituent documents, but does not include the listing rules of a securities exchange or recognised trading system provider (which is an overseas securities exchange); |
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| “capital markets products” means any securities, futures contracts, contracts or arrangements for the purposes of foreign exchange trading, contracts or arrangements for the purposes of leveraged foreign exchange trading, and such other products as the Authority may prescribe as a capital markets products; |
| “capital markets services licence” means a licence that is granted by the Authority under section 86 to a person to carry on a business in any regulated activity; |
“clearing facility” means —| (a) | a facility for the clearing or settlement of —| (i) | transactions in securities traded on a securities market; or | | (ii) | futures contracts traded on a futures market; or |
| | (b) | such other clearing or settlement facility or class of clearing or settlement facilities as the Authority may, by order, prescribe; [16/2003 wef 22/12/2003] |
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| “clearing house” means any corporation which has been approved by the Authority under section 51 as a clearing house; |
| “closed-end fund” means an arrangement referred to in paragraphs (a) and (b) of the definition of “collective investment scheme” under which units that are exclusively or primarily non-redeemable units are issued; |
| “Code on Collective Investment Schemes” means the Code on Collective Investment Schemes referred to in section 284 which is issued by the Authority under section 321(1); |
“collective investment scheme” means —| (a) | an arrangement in respect of any property —| (i) | under which —| (A) | the participants do not have day-to-day control over the management of the property, whether or not they have the right to be consulted or to give directions in respect of such management; and | | (B) | the property is managed as a whole by or on behalf of a manager; |
| | (ii) | under which the contributions of the participants and the profits or income from which payments are to be made to them are pooled; and | | (iii) | the purpose or effect, or purported purpose or effect, of which is to enable the participants (whether by acquiring any right, interest, title or benefit in the property or any part of the property or otherwise) —| (A) | to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management or disposal of, the exercise of, the redemption of, or the expiry of, any right, interest, title or benefit in the property or any part of the property; or | | (B) | to receive sums paid out of such profits, income, or other payments or returns; or |
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| | (b) | an arrangement which is an arrangement, or is of a class or description of arrangements, specified by the Authority as a collective investment scheme by notice published in the Gazette, |
| (i) | an arrangement operated by a person otherwise than by way of business; | | (ii) | an arrangement under which each of the participants carries on a business other than investment business and enters into the arrangement solely incidental to that other business; | | (iii) | an arrangement under which each of the participants is a related corporation of the manager; | | (iv) | an arrangement made by or on behalf of a corporation solely for the benefit of persons each of whom is either a bona fide director, former director, consultant, adviser, employee or former employee of that corporation or a related corporation of that corporation, or a spouse, widow, widower or a child, adopted child or step-child below the age of 18 of such director, former director, employee or former employee; [16/2003 wef 22/12/2003] | | (iva) | an arrangement made by or on behalf of 2 or more corporations solely for the benefit of persons each of whom is either a bona fide director, former director, consultant, adviser, employee or former employee of any of those corporations or a related corporation of any of those corporations, or a spouse, widow, widower or a child, adopted child or step-child below the age of 18 of such director, former director, employee or former employee; [16/2003 wef 22/12/2003] | | (v) | a franchise; | | (vi) | an arrangement under which money received by an advocate and solicitor from his client, whether as a stakeholder or otherwise, acting in his professional capacity in the ordinary course of his practice, or under which money is received by a statutory body as a stakeholder in the carrying out of its statutory functions; | | (vii) | an arrangement made by any co-operative society registered under the Co-operative Societies Act (Cap. 62) in accordance with the objects thereof solely for the benefit of its members; | | (viii) | an arrangement made for the purposes of any chit fund permitted to operate under the Chit Funds Act (Cap. 39); | | (ix) | an arrangement arising out of a life policy within the meaning of the Insurance Act (Cap. 142); | | (x) | a closed-end fund constituted in Singapore; | | (xi) | a closed-end fund constituted outside Singapore and listed on a securities exchange; or | | (xii) | an arrangement which is an arrangement, or is of a class or description of arrangements, specified by the Authority as not constituting a collective investment scheme by notice published in the Gazette; |
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“commodity”, in relation to a futures contract, means —| (a) | a financial instrument; or | | (b) | gold, all classes of oil or such other item, good, article, service, right or interest, which is the subject of a futures contract, as the Authority may by order prescribe; |
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| “company” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
“connected person”, in relation to —| (a) | an individual, means —| (i) | the individual’s spouse, son, adopted son, step-son, daughter, adopted daughter, step-daughter, father, step-father, mother, step-mother, brother, step-brother, sister or step-sister; and | | (ii) | a firm or a corporation in which the individual or any of the persons mentioned in sub-paragraph (i) has control of not less than 20% of the voting power in the firm or corporation, whether such control is exercised individually or jointly; or |
| | (b) | a firm or a corporation, means another firm or corporation in which the first-mentioned firm or corporation has control of not less than 20% of the voting power in that other firm or corporation, |
| and a reference in this Act to a person connected to another person shall be construed accordingly; |
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| “corporation” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
“customer”, in relation to a holder of a capital markets services licence, means —| (a) | for the purposes of Parts IV, VI, VII and XV, a person on whose behalf the holder carries on or will carry on any regulated activity; and | | (b) | for the purposes of Part V, a person on whose behalf the holder carries on or will carry on any regulated activity, or any other person with whom the holder, as principal, enters or will enter into transactions —| (i) | for the sale or purchase of securities; | | (ii) | for the sale or purchase of futures contracts; or | | (iii) | in connection with leveraged foreign exchange trading, |
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| but does not include such person or class of persons as may be prescribed; |
[16/2003 wef 22/12/2003] |
| “dealing in securities” has the meaning given to it in the Second Schedule; |
“debenture”, except for the purposes of Part XIII, includes any debenture stock, bond, note and any other debt securities issued by a corporation or any other entity, whether constituting a charge or not, on the assets of the issuer but does not include —| (a) | a cheque, letter of credit, order for the payment of money or bill of exchange; or | | (b) | for the purposes of the application of this definition to a provision of this Act in respect of which any regulations made thereunder provide that the word “debenture” does not include a prescribed document or a document included in a prescribed class of documents, that document or a document included in that class of documents, as the case may be; |
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| “defalcation” means misapplication, including misappropriation, of any property; |
| “director” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
| “entity” includes, without limitation, the government of any state; |
| “exchange holding company” means any corporation which is a holding company of any securities exchange, futures exchange, clearing house or exchange holding company, and that is approved by the Authority under section 29; |
| “exempt clearing facility” means a clearing facility in relation to which, or a clearing facility included in a class of clearing facilities, being a class in relation to which, a declaration under section 50(3) is in force; |
| “exempt market” means a securities market in relation to which, or a securities market included in a class of securities markets, being a class in relation to which, a declaration under section 5(5) is in force or a futures market in relation to which, or a futures market included in a class of futures markets, being a class in relation to which, a declaration under section 6(5) is in force; |
| “exempt person” means a person who is exempted under section 99; |
| “financial instrument” includes any currency, currency index, interest rate instrument, interest rate index, share, share index, stock, stock index, debenture, bond index, a group or groups of such financial instruments, and such other financial instruments as the Authority may by order prescribe; |
| “financial year” has the same meaning as in section 4(1) of the Companies Act; |
| “firm” has the same meaning as in section 2(1) of the Business Registration Act (Cap. 32); |
| “foreign company” has the same meaning as in section 4(1) of the Companies Act; |
| “foreign exchange trading” has the meaning given to it in the Second Schedule; |
“franchise” means a written agreement or arrangement between 2 or more persons by which —| (a) | a party (referred to in this definition as the franchisor) to the agreement or arrangement (not being a collective investment scheme) authorises or permits another party (referred to in this definition as the franchisee), or a person associated with the franchisee, to exercise the right to engage in the business of offering, selling or distributing goods or services in Singapore under a plan or system controlled by the franchisor or a person associated with the franchisor; | | (b) | the business carried on by the franchisee or the person associated with the franchisee, as the case may be, is capable of being identified by the public as being substantially associated with a trade or service mark, logo, symbol or name identifying, commonly connected with or controlled by the franchisor or a person associated with the franchisor; | | (c) | the franchisor exerts, or has authority to exert, a significant degree of control over the method or manner of operation of the franchisee’s business; | | (d) | the franchisee or a person associated with the franchisee is required under the agreement or arrangement to make payment or give some other form of consideration to the franchisor or a person associated with the franchisor; and | | (e) | the franchisor agrees to communicate to the franchisee, or a person associated with the franchisee, knowledge, experience, expertise, know-how, trade secrets or other information whether or not it is proprietary or confidential; |
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| “fund management” has the meaning given to it in the Second Schedule; |
“futures contract” means a contract the effect of which is that —| (a) | one party agrees to deliver a specified commodity, or a specified quantity of a specified commodity, to another party at a specified future time and at a specified price payable at that time pursuant to terms and conditions set out in the business rules or practices of a futures exchange, recognised trading system provider or futures market; or | | (b) | the parties will discharge their obligations under the contract by settling the difference between the value of a specified quantity of a specified commodity agreed at the time of the making of the contract and at a specified future time, such difference being determined in accordance with the business rules or practices of a futures exchange, recognised trading system provider or futures market at which the contract is made, |
| and includes a futures option transaction; |
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| “futures exchange” means a corporation that is approved by the Authority under section 9 as a futures exchange; |
| “futures market” has the meaning given to it in the First Schedule; |
| “futures option transaction” means an option on a specified futures contract which is transacted in accordance with the business rules or practices of a futures exchange, recognised trading system provider or futures market on which the transaction is made; |
| “holding company” has the same meaning as in section 5(4) of the Companies Act (Cap. 50); |
| “leveraged foreign exchange trading” has the meaning given to it in the Second Schedule; |
| “licence” means a capital markets services licence or representative’s licence; |
| “licensed person” means a corporation or an individual holding a licence granted under this Act; |
“listing rules”, in relation to a corporation that establishes or operates, or proposes to establish or operate, a securities market of a securities exchange or a recognised trading system provider, or an overseas securities exchange that establishes or operates or proposes to establish or operate a securities market of a recognised trading system provider, means rules governing or relating to —| (a) | the admission to the official list of the corporation or overseas securities exchange, of corporations, governments, bodies unincorporate or other persons for the purpose of the quotation on the securities market of the corporation or overseas securities exchange of securities issued, or made available by such corporations, governments, bodies unincorporate or other persons, or the removal from that official list and for other purposes; or | | (b) | the activities or conduct of corporations, governments, bodies unincorporate and other persons who are admitted to that list, |
| whether those rules are made — |
| (i) | by the corporation or overseas securities exchange or are contained in any of the constituent documents of the corporation or overseas securities exchange; or | | (ii) | by another person and adopted by the corporation or overseas securities exchange; |
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| “manager”, in relation to a collective investment scheme, means a person, by whatever name called, who is responsible for managing the property of, or operating, the collective investment scheme; |
| “member”, except for the purposes of sections 3 and 4 and Parts XI, XIII and XV, means a person who holds membership of any class or description of a securities exchange, futures exchange, recognised trading system provider or clearing house whether or not he holds any share in the share capital of the securities exchange, futures exchange, recognised trading system provider or clearing house; |
| “newspaper” has the same meaning as in section 2 of the Newspaper and Printing Presses Act (Cap. 206); |
| “officer” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
| “overseas futures exchange” means a person operating a futures market outside Singapore which is regulated by a financial services regulatory authority of a country or territory other than Singapore; |
| “overseas securities exchange” means a person operating a securities market outside Singapore which is regulated by a financial services regulatory authority of a country or territory other than Singapore; |
| “participant” means a person who participates in a collective investment scheme by way of owning one or more units in a collective investment scheme; |
“prescribed written law” means this Act or any of the following written laws:| (a) | Banking Act (Cap. 19); | | (b) | Finance Companies Act (Cap. 108); | | (c) | Financial Advisers Act (Cap. 110); | | (d) | Insurance Act (Cap. 142); | | (e) | Monetary Authority of Singapore Act (Cap. 186); | | (f) | Money-changing and Remittance Businesses Act (Cap. 187); or | | (g) | such other written law as the Authority may by order prescribe; |
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| “principal”, in relation to a representative, means a person whom the representative is in the direct employment of, acting for or by arrangement with, and for whom the representative carries out any regulated activity; |
| “providing custodial services for securities” has the meaning given to it in the Second Schedule; |
| “public company” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
| “quote”, in relation to securities and a securities market of a securities exchange or recognised trading system provider, means to display or provide, on the securities market of the securities exchange or recognised trading system provider, information concerning the particular prices or particular consideration at which offers or invitations to sell, purchase or exchange issued securities are made on that securities market, being offers or invitations that are intended or may reasonably be expected, to result, directly or indirectly, in the making or acceptance of offers to sell, purchase or exchange issued securities; |
| “record” means information that is inscribed, stored or otherwise fixed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form; |
| “recognised trading system provider” means a person who is recognised by the Authority under section 36 as a recognised trading system provider; |
| “regulated activity” means an activity specified in the Second Schedule; |
| “related corporation” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
| “representative”, except for the purposes of Part XIII, means a person, by whatever name called, in the direct employment of, or acting for, or by arrangement with, a person who carries on business in any regulated activity, who carries out for that person any such activity (other than work ordinarily performed by accountants, clerks or cashiers), whether or not he is remunerated, and whether his remuneration, if any, is by way of salary, wages, commission or otherwise; and includes any officer of a corporation who performs for the corporation any such activity whether or not he is remunerated, and whether his remuneration, if any, is by way of salary, wages, commission or otherwise; |
| “representative’s licence” means a licence that is granted by the Authority under section 87 or a temporary representative’s licence that is granted by the Authority under section 87A; [16/2003 wef 22/12/2003] |
“securities” means —| (a) | debentures or stocks issued or proposed to be issued by a government; | | (b) | debentures, stocks or shares issued or proposed to be issued by a corporation or body unincorporate; | | (c) | any right, option or derivative in respect of any such debentures, stocks or shares; | | (d) | any right under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss by reference to fluctuations in —| (i) | the value or price of any such debentures, stocks or shares; | | (ii) | the value or price of any group of any such debentures, stocks or shares; or | | (iii) | an index of any such debentures, stocks or shares; or |
| | (e) | any unit in a collective investment scheme, |
| (i) | futures contracts; | | (ii) | bills of exchange; | | (iii) | promissory notes; or | | (iv) | certificates of deposit issued by a bank or finance company whether situated in Singapore or elsewhere; |
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| “securities exchange” means a corporation that is approved by the Authority under section 9 as a securities exchange; |
| “securities financing” has the meaning given to it in the Second Schedule; |
| “Securities Industry Council” means the Securities Industry Council referred to in section 138; |
| “securities market” has the meaning given to it in the First Schedule; |
| “share” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
| “subsidiary” has the same meaning as in section 5 of the Companies Act; [16/2003 wef 22/12/2003] |
| “substantial shareholder” has the same meaning as in Division 4 of Part IV of the Companies Act; |
| “substantial shareholding” has the same meaning as in Division 4 of Part IV of the Companies Act; |
| “Take-over Code” means the Singapore Code on Take-overs and Mergers referred to in section 139 which is issued by the Authority under section 321(1); |
“take-over offer” means —| (a) | an offer for the acquisition by or on behalf of a person of —| (i) | some or all of the shares in a public company or some or all of the shares of a particular class in a public company, made to all members of the company, or where the person already holds shares in the company, made to all other members of the company; or | | (ii) | all of the remaining shares in a public company made to all other members of the company as a result of the person acquiring or consolidating effective control of that company within the meaning of the Take-over Code; or |
| | (b) | a proposed compromise or arrangement referred to in section 210 of the Companies Act (Cap. 50) that if executed would result in a change in effective control of the public company concerned within the meaning of the Take-over Code; |
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| “trading in futures contracts” has the meaning given to it in the Second Schedule; |
| “unit”, in relation to a collective investment scheme, means a right or interest (however described) of a participant in a collective investment scheme (whether or not constituted as a corporation); |
| “voting share” has the same meaning as in section 4(1) of the Companies Act. |
(2) Any reference in this Act to the affairs of a corporation shall, unless the contrary intention appears, be construed as including a reference to —| (a) | the promotion, formation, membership, control, business, trading, transactions and dealings (whether alone or jointly with another person or other persons and including transactions and dealings as agent, bailee or trustee), property (whether held alone or jointly with another person or other persons and including property held as agent, bailee or trustee), liabilities (including liabilities owned jointly with another person or other persons and liabilities as trustee), profits and other income, receipts, losses, outgoings and expenditure of the corporation; | | (b) | in the case of a corporation (not being a trustee corporation) that is a trustee (but without limiting the generality of paragraph (a)), matters concerned with the ascertainment of the identity of the persons who are beneficiaries under the trust, their rights under the trust and any payments that they have received, or are entitled to receive, under the terms of the trust; | | (c) | the internal management and proceeding of the corporation; | | (d) | any act or thing done (including any contract made and any transaction entered into) by or on behalf of the corporation, or to or in relation to the corporation or its business or property, at a time when —| (i) | a receiver, or a receiver and manager, is in possession of, or has control over, property of the corporation; | | (ii) | the corporation is under judicial management; | | (iii) | a compromise or arrangement referred to in section 210 of the Companies Act (Cap. 50) made between the corporation and another person or other persons is being administered; or | | (iv) | the corporation is being wound up, |
| and without limiting the generality of sub-paragraphs (i) to (iv), any conduct of such a receiver or such a receiver and manager, or such a judicial manager, or any person administering such a compromise or arrangement or of any liquidator or provisional liquidator of the corporation; |
| | (e) | the ownership of shares in, debentures of, units of shares in, units of debentures of, and units in a collective investment scheme issued by the corporation; | | (f) | the power of persons to exercise, or to control the exercise of, the rights to vote attached to shares in the corporation or to dispose of, or to exercise control over the disposal of, such shares; | | (g) | matters concerned with the ascertainment of the persons who are or have been financially interested in the success or failure, or apparent success or failure, of the corporation or are or have been able to control or materially to influence the policy of the corporation; | | (h) | the circumstances under which a person acquired or disposed of, or became entitled to acquire or dispose of, shares in, debentures of, units of shares in, units of debentures of, or units in a collective investment scheme issued by, the corporation; | | (i) | where the corporation has issued units in a collective investment scheme, any matters concerning the financial or business undertaking, scheme, common enterprise or investment contract to which the units in a collective investment scheme relate; or | | (j) | matters relating to or arising out of the audit of, or working papers or reports of an auditor concerning, any matters referred to in paragraphs (a) to (i). |
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| (3) Where the name of a corporation referred to in this Act is changed pursuant to the Companies Act (Cap. 50), the change of name shall not affect the identity of that corporation or the application of the relevant provisions of this Act or any other written law to that corporation. |
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3.—(1) Unless the context otherwise requires, any reference in this Act to a person associated with another person shall be construed as a reference to —| (a) | where the other person is a corporation —| (i) | a director or secretary of the corporation; | | (ii) | a related corporation; or | | (iii) | a director or secretary of such a related corporation; |
| | (b) | where the matter to which the reference relates is the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a corporation, a person with whom the other person has, or proposes to enter into, an agreement, arrangement, understanding or undertaking, whether formal or informal, or express or implied —| (i) | by reason of which either of those persons may exercise, directly or indirectly, control the exercise of, or substantially influence the exercise of, any voting power attached to a share in the corporation; | | (ii) | with a view to controlling or influencing the composition of the board of directors, or the conduct of affairs, of the corporation; or | | (iii) | under which either of those persons may acquire from the other of them shares in the corporation or may be required to dispose of such shares in accordance with the directions of the other of them, |
| except that, in relation to a matter relating to shares in a corporation, a person may be an associate of the corporation and the corporation may be an associate of a person; |
| | (c) | a person with whom the other person is acting, or proposes to act, in concert in relation to the matter to which the reference relates; | | (d) | where the matter to which the reference relates is a matter, other than the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a corporation —| (i) | subject to subsection (2), a person who is a director of a corporation of which the other person is a director; or | | (ii) | a trustee of a trust in relation to which the other person benefits or is capable of benefiting otherwise than by reason of transactions entered into in the ordinary course of business in connection with the lending of money; |
| | (e) | a person with whom the other person is, according to any subsidiary legislation made under this Act, to be regarded as associated in respect of the matter to which the reference relates; | | (f) | a person with whom the other person is, or proposes to become, associated, whether formally or informally, in any other way in respect of the matter to which the reference relates; or | | (g) | where the other person has entered into, or proposes to enter into, a transaction, or has done, or proposes to do, any other act or thing, with a view to becoming associated with a person as referred to in paragraph (a), (b), (c), (d), (e) or (f), that last-mentioned person. |
| (2) Where, in any proceedings under this Act, it is alleged that a person referred to in subsection (1)(d)(i) was associated with another person at a particular time, that the first-mentioned person shall not be considered to be so associated in relation to a matter to which the proceedings relate unless the person alleging the association proves that the first-mentioned person at that time knew or ought reasonably to have known the material particulars of that matter. |
(3) A person shall not be taken to be associated with another person by virtue of subsection (1)(b), (c), (e) or (f) by reason only of one or more of the following:| (a) | that one of those persons furnishes advice to, or acts on behalf of, the other person in the proper performance of the functions attaching to his professional capacity or to his business relationship with the other person; | | (b) | that one of those persons, a customer, gives specific instructions to the other, whose ordinary business includes dealing in securities, trading in futures contracts or leveraged foreign exchange trading, to acquire shares on the customer’s behalf in the ordinary course of that business; | | (c) | that one of those persons has sent, or proposes to send, to the other a take-over offer, or has made, or proposes to make, offers under a take-over announcement, within the meaning of the Take-over Code, in relation to shares held by the other; | | (d) | that one of those persons has appointed the other, otherwise than for valuable consideration given by the other or by an associate of the other, to vote as a proxy or representative at a meeting of members, or of a class of members, of a corporation. |
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4.—(1) Subject to this section, a person has an interest in securities if he has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, those securities.| (2) For the purposes of subsection (1), it is immaterial that the authority of a person to dispose of, or to exercise control over the disposal of, particular securities is, or is capable of being made, subject to restraint or restriction. |
| (3) Where any property held in trust consists of or includes securities and a person knows, or has reasonable grounds for believing, that he has an interest under the trust, he shall be deemed to have an interest in those securities. |
(4) Where a corporation has, or is by the provisions of this section deemed to have, an interest in a security and —| (a) | the corporation is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of a person; or | | (b) | a person has a controlling interest in the corporation, |
| that person shall be deemed to have an interest in that security. |
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(5) Where a corporation has, or is by the provisions of this section (apart from this subsection) deemed to have, an interest in a security and —| (a) | a person is; | | (b) | the associates of a person are; or | | (c) | a person and his associates are, |
| entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in the corporation, that person shall be deemed to have an interest in that security. |
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(6) For the purposes of subsection (5), a person is an associate of another person if the first-mentioned person is —| (a) | a related corporation of the second-mentioned person; | | (b) | a person in accordance with whose directions, instructions or wishes that the second-mentioned person is accustomed or is under an obligation, whether formal or informal, to act in relation to the security referred to in subsection (4); | | (c) | a person who is accustomed or is under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the second-mentioned person in relation to that security; | | (d) | a corporation which is, or the directors of which are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the second-mentioned person in relation to that security; or | | (e) | a corporation in accordance with the directions, instructions or wishes of which, or of the directors of which, the second-mentioned person is accustomed or under an obligation, whether formal or informal, to act in relation to that security. |
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(7) A person shall be deemed to have an interest in a security in any one or more of the following circumstances:| (a) | where he has entered into a contract to purchase a security; | | (b) | where he has a right, otherwise than by reason of having an interest under a trust, to have a security transferred to himself or to his order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; | | (c) | where he has the right to acquire a security or an interest in a security, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or | | (d) | where he is entitled, otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members, to exercise or control the exercise of a right attached to a security, not being a security of which he is the registered holder. |
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| (8) A person shall be deemed to have an interest in a security if that security is held jointly with another person. |
| (9) For the purpose of determining whether a person has an interest in a security, it is immaterial that the interest cannot be related to a particular security. |
(10) There shall be disregarded —| (a) | an interest in a security if the interest is that of a person who holds the security as bare trustee; | | (b) | an interest in a security if the interest is that of a person whose ordinary business includes the lending of money if he holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money; | | (c) | an interest of a person in a security if that interest is an interest held by him by reason of his holding a prescribed office; | | (d) | an interest of a company in its own securities if that interest is purchased or otherwise acquired in accordance with sections 76B to 76G of the Companies Act (Cap. 50); and | | (e) | a prescribed interest in a security being an interest of such person, or of the persons included in such class of persons, as may be prescribed. |
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(11) An interest in a security shall not be disregarded by reason only of —| (a) | its remoteness; | | (b) | the manner in which it arose; or | | (c) | the fact that the exercise of a right conferred by the interest is, or is capable of being made subject to restraint or restriction. |
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