91.—(1) The Minister may issue a written order to any person that acquires the assets or business of, or equity interests in, a telecommunication licensee, designated business trust or designated trust (called in this section the relevant person), that telecommunication licensee, the trustee‑manager of that designated business trust or the trustee of that designated trust (as the case may be), or both the relevant person and that telecommunication licensee, trustee‑manager or trustee (as the case may be), if the Minister is satisfied that —| (a) | the relevant person is not a fit and proper person; and | | (b) | it is not in the national interest to allow the relevant person to continue to own the assets or business of, or to hold the equity interests in, that telecommunication licensee, designated business trust or designated trust (as the case may be). [19/2011] |
(2) The Minister may, in any written order issued under subsection (1), direct the relevant person, that telecommunication licensee, the trustee‑manager of that designated business trust or the trustee of that designated trust (as the case may be), or both the relevant person and that telecommunication licensee, trustee‑manager or trustee (as the case may be), to do all or any of the following:| (a) | direct the transfer or disposal of all of the assets, business and equity interests acquired by the relevant person in that telecommunication licensee, designated business trust or designated trust (as the case may be) within such time and subject to such conditions as the Minister considers appropriate; | | (b) | restrict the transfer or disposal of the assets, business and equity interests in that telecommunication licensee, designated business trust or designated trust (as the case may be) by the relevant person; | | (c) | restrict the exercise of voting power in that telecommunication licensee, designated business trust or designated trust (as the case may be) by the relevant person; | | (d) | require that no payment be made by that telecommunication licensee, the trustee‑manager of that designated business trust or the trustee of that designated trust (as the case may be) of any amount (whether by way of dividends, profits, income or otherwise) in respect of the equity interests acquired by the relevant person; | | (e) | restrict the issuance or offer of equity interests (whether by way of rights, bonus or otherwise) by that telecommunication licensee, the trustee‑manager of that designated business trust or the trustee of that designated trust (as the case may be) in respect of the equity interests acquired by the relevant person. [19/2011] |
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(3) In the case of any written order made under subsection (2)(a) or (b) relating to the equity interests, until a transfer or disposal is effected in accordance with the written order or until the restriction on the transfer or disposal is removed (as the case may be), despite the provisions of any written law or anything contained in the memorandum or articles of association, trust deed or other constitution, of that telecommunication licensee, designated business trust or designated trust (as the case may be) —| (a) | voting rights are not exercisable in respect of the equity interests, unless the Minister expressly permits such rights to be exercised; | | (b) | no equity interests of that telecommunication licensee, designated business trust or designated trust (as the case may be) are to be issued or offered (whether by way of rights, bonus or otherwise) in respect of the equity interests, unless the Authority expressly permits such issue or offer; and | | (c) | except in a liquidation of that telecommunication licensee, designated business trust or designated trust (as the case may be), no payment is to be made by that telecommunication licensee, the trustee‑manager of that designated business trust or the trustee of that designated trust (as the case may be) of any amount (whether by way of dividends, profits, income or otherwise) in respect of the equity interests unless the Minister expressly authorises such payment. [19/2011] |
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| (4) Before issuing the written order under subsection (1), the Minister must, unless the Minister decides that it is not practicable or desirable to do so, cause to be given to the relevant person and the telecommunication licensee, designated business trust or designated trust (as the case may be) written notice of the Minister’s intention to issue the written order, specifying the date by which written representations may be made to the Minister with regard to the written order. [10/2005; 19/2011] |
| (5) Upon receipt of any written representation, the Minister must consider it for the purpose of determining whether to issue the written order. [10/2005] |
| (6) The Minister may vary or revoke any written order issued under this section. [10/2005] |
| (7) Any person to whom a written order is issued under subsection (1) must comply with the written order, and the written order takes effect despite the provisions of any other written law and anything contained in the memorandum or articles of association, trust deed or other constitution, of the telecommunication licensee, designated business trust or designated trust (as the case may be). [19/2011] |
(8) Any person who contravenes subsection (7) 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 of a day 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 of a day during which the offence continues after conviction. [10/2005] |
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(9) In this section —| “designated business trust” and “designated trust” have the meanings given by section 37(1); |
“equity interest” means —| (a) | in relation to a telecommunication licensee, a voting share in that telecommunication licensee; | | (b) | in relation to a designated business trust, a unit in that designated business trust; or | | (c) | in relation to a designated trust, any right or interest, whether legal or equitable, in that designated trust which gives the holder of that right or interest voting power in that designated trust. [69B [19/2011] |
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