Power to issue directions relating to control of designated telecommunication licensees, designated business trusts and designated trusts
32D.—(1)  Without prejudice to the generality of section 27, the Authority may issue a direction under subsection (2) if —
(a)a person (referred to in this section as the specified person) —
(i)becomes a 12% controller or 30% controller of a designated telecommunication licensee, designated business trust or designated trust;
(ii)acquires any business (of a designated telecommunication licensee, designated business trust or designated trust) that is conducted pursuant to a telecommunication licence granted under section 5, or any part of any such business, as a going concern; or
(iii)obtains effective control over a designated telecommunication licensee, designated business trust or designated trust; and
(b)the Authority is satisfied that —
(i)the specified person has thereby contravened section 32B(5), (6) or (7);
(ii)any condition of approval imposed by the Authority on the specified person when granting its written approval under section 32B(5), (6) or (7) has not been complied with;
(iii)the specified person has furnished false or misleading information or documents in connection with his application for written approval under section 32B(5), (6) or (7);
(iv)the Authority would not have granted its written approval under section 32B(5), (6) or (7) had it been aware, at the time the approval was granted, of any matter relevant to the specified person’s application for such approval; or
(v)the applicable matter referred to in paragraph (a)(i), (ii) or (iii) is likely to substantially lessen competition or is against the public interest.
(2)  The Authority may, in the circumstances specified in subsection (1), issue such of the following directions as may be applicable:
(a)direct the designated telecommunication licensee to do all or any of the following:
(i)to restrict the exercise of all or any of the voting rights in respect of the shares which the specified person holds, or which the specified person and his associates together hold, in the designated telecommunication licensee (referred to in this section as the specified shares), or to restrict the exercise of the voting power which the specified person controls, or which the specified person and his associates together control, in the designated telecommunication licensee, unless the Authority expressly permits such rights or power to be exercised;
(ii)to restrict the issuance or offer of shares in the designated telecommunication licensee (whether by way of rights, bonus or otherwise) in respect of the specified shares, unless the Authority expressly permits such issue or offer;
(iii)except in a liquidation of the designated telecommunication licensee, to restrict the payment of any amount (whether by way of dividends or otherwise) in respect of the specified shares, unless the Authority expressly authorises such payment subject to such conditions as the Authority may specify;
(b)direct the trustee-manager of the designated business trust to do all or any of the following:
(i)to restrict the exercise of all or any of the voting rights in respect of the units which the specified person holds, or which the specified person and his associates together hold, in the designated business trust (referred to in this section as the specified units), or to restrict the exercise of the voting power which the specified person controls, or which the specified person and his associates together control, in the designated business trust, unless the Authority expressly permits such rights or power to be exercised;
(ii)to restrict the issuance or offer of units in the designated business trust (whether by way of rights, bonus or otherwise) in respect of the specified units, unless the Authority expressly permits such issue or offer;
(iii)except in a winding up of the designated business trust, to restrict the payment of any amount (whether by way of profits, income or otherwise) in respect of the specified units, unless the Authority expressly authorises such payment subject to such conditions as the Authority may specify;
(c)direct the trustee of the designated trust to do all or any of the following:
(i)to restrict the exercise of all or any of the voting rights in respect of the equity interests which the specified person holds, or which the specified person and his associates together hold, in the designated trust (referred to in this section as the specified equity interests), or to restrict the exercise of the voting power which the specified person controls, or which the specified person and his associates together control, in the designated trust, unless the Authority expressly permits such rights or power to be exercised;
(ii)to restrict the issuance or offer of equity interests in the designated trust (whether by way of rights, bonus or otherwise) in respect of the specified equity interests, unless the Authority expressly permits such issue or offer;
(iii)except in a winding up of the designated trust, to restrict the payment of any amount (whether by way of profits, income or otherwise) in respect of the specified equity interests, unless the Authority expressly authorises such payment subject to such conditions as the Authority may specify;
(d)direct the specified person, or any associate of the specified person, to transfer or dispose of all or any part of the specified shares, specified units or specified equity interests, as the case may be, within such time as the Authority may determine and subject to such conditions as the Authority considers appropriate;
(e)direct the specified person to transfer or dispose of all or any part of the business or part thereof that is conducted pursuant to a telecommunication licence granted under section 5, and that is acquired from the designated telecommunication licensee, designated business trust or designated trust as a going concern, within such time as the Authority may determine and subject to such conditions as the Authority considers appropriate;
(f)direct the specified person to relinquish effective control over the designated telecommunication licensee, designated business trust or designated trust, within such time as the Authority may determine and subject to such conditions as the Authority considers appropriate.
(3)  Before issuing a direction to any person under subsection (2), the Authority shall, unless the Authority decides that it is not practicable or desirable to do so, cause to be given to that person notice in writing of the Authority’s intention to issue the direction, specifying a date by which that person may make written representations with regard to the proposed direction.
(4)  Upon receipt of any written representations referred to in subsection (3), the Authority shall consider them for the purpose of determining whether to issue the direction.
(5)  Any person to whom a direction is given under subsection (2) shall comply with the direction.
(6)  The Authority may at any time vary, suspend or revoke any direction issued under this section.
(7)  Any direction issued to a person under subsection (2) shall take effect, notwithstanding —
(a)the provisions of any other written law; and
(b)the provisions of the memorandum or articles of association, trust deed or other constitution of the designated telecommunication licensee, designated business trust or designated trust.
(8)  Notwithstanding the provisions of any other written law and the provisions of the memorandum or articles of association, trust deed or other constitution of the designated telecommunication licensee, the designated business trust or the designated trust —
(a)where any direction is issued under subsection (2)(a), unless the direction is suspended or revoked —
(i)the voting rights in respect of the specified shares, and the voting power which the specified person controls, or which the specified person and his associates together control, in the designated telecommunication licensee, shall not be exercisable unless the Authority expressly permits such rights or power to be exercised;
(ii)no shares in the designated telecommunication licensee shall be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified shares, unless the Authority expressly permits such issue or offer; and
(iii)except in a liquidation of the designated telecommunication licensee, no amount shall be paid (whether by way of dividends or otherwise) in respect of the specified shares, unless the Authority expressly authorises such payment;
(b)where any direction is issued under subsection (2)(b), unless the direction is suspended or revoked —
(i)the voting rights in respect of the specified units, and the voting power which the specified person controls, or which the specified person and his associates together control, in the designated business trust, shall not be exercisable unless the Authority expressly permits such rights or power to be exercised;
(ii)no units in the designated business trust shall be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified units, unless the Authority expressly permits such issue or offer; and
(iii)except in a winding up of the designated business trust, no amount shall be paid (whether by way of profits, income or otherwise) in respect of the specified units, unless the Authority expressly authorises such payment; or
(c)where any direction is issued under subsection (2)(c), unless the direction is suspended or revoked —
(i)the voting rights in respect of the specified equity interests, and the voting power which the specified person controls, or which the specified person and his associates together control, in the designated trust, shall not be exercisable unless the Authority expressly permits such rights or power to be exercised;
(ii)no equity interests in the designated trust shall be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified equity interests, unless the Authority expressly permits such issue or offer; and
(iii)except in a winding up of the designated trust, no amount shall be paid (whether by way of profits, income or otherwise) in respect of the specified equity interests, unless the Authority expressly authorises such payment.
(9)  Any person (other than a designated telecommunication licensee) who contravenes section (5) shall be guilty of an offence and shall be liable on conviction —
(a)in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction; or
(b)in any other case, 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.
[Act 19 of 2011 wef 01/02/2012]