PART 3 | CONTROL OF SHAREHOLDINGS AND VOTING POWERS |
| Control of shareholdings and voting power in licensed trust company |
16.—(1) A person must not become —| (a) | a 20% controller; | | (b) | a 50% controller; or | | (c) | an indirect controller, |
| of a licensed trust company incorporated in Singapore without obtaining the prior approval of the Authority in accordance with section 17. |
| (2) Where any person becomes a controller of a licensed trust company that is incorporated outside Singapore, the licensed trust company must notify the Authority in writing as soon as practicable after the acquisition of the control. |
(3) In this section —“20% controller” means a person who, alone or together with the person’s associates —| (a) | holds 20% or more but less than 50% of the total number of issued shares in the licensed trust company; or | | (b) | is in a position to control voting power of 20% or more but less than 50% in the licensed trust company; |
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“50% controller” means a person who, alone or together with the person’s associates —| (a) | holds 50% or more of the total number of issued shares in the licensed trust company; or | | (b) | is in a position to control voting power of 50% or more in the licensed trust company; |
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“indirect controller” means any person, whether acting alone or together with any other person and whether with or without holding shares or controlling voting power in a licensed trust company —| (a) | in accordance with whose directions, instructions or wishes the directors of the licensed trust company are accustomed or under an obligation, whether formal or informal, to act; or | | (b) | who is in a position to determine the policy of the licensed trust company, |
| but does not include any person — |
| (c) | who is a director or other officer of the licensed trust company whose appointment has been approved by the Authority; or | | (d) | in accordance with whose directions, instructions or wishes the directors of the licensed trust company are accustomed to act by reason only that they act on advice given by the person in the person’s professional capacity. |
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(4) For the purposes of subsection (3) —| (a) | a person holds a share if —| (i) | the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act 1967; or | | (ii) | the person otherwise has a legal or an equitable interest in that share except for such interest as is to be disregarded under section 7(6) to (10) of the Companies Act 1967; |
| | (b) | a reference to the control of a percentage of the voting power in a licensed trust company is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the licensed trust company; and | | (c) | a person, A, is an associate of another person, B, if —| (i) | A is the spouse or a parent, remoter lineal ancestor or step‑parent or a son, daughter, remoter issue, stepson or stepdaughter or a brother or sister, of B; | | (ii) | A is a body corporate that is, or a majority of 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 B; | | (iii) | A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B; | | (iv) | A is a subsidiary of B; | | (v) | A is a body corporate in which B, alone or together with other associates of B as described in sub‑paragraphs (ii), (iii) and (iv), is in a position to control at least 20% of the voting power in A; or | | (vi) | A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their voting power in relation to, the licensed trust company. [35/2014] |
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| (5) In subsection (4)(c), “subsidiary” has the meaning given by section 5 of the Companies Act 1967. [35/2014] |
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| Application for approval of Authority to become controller of licensed trust company |
17.—(1) An application for the approval of the Authority as required under section 16(1) must be made to the Authority in such form and manner as the Authority may require and the Authority may grant such approval to the applicant therefor if the Authority is satisfied that —| (a) | the applicant is a fit and proper person; and | | (b) | having regard to the applicant’s likely influence, the licensed trust company is likely to continue to conduct its business prudently and comply with the provisions of this Act and directions made under this Act. |
(2) Any approval under this section may be granted to any person subject to such conditions as the Authority may determine, including but not limited to any condition —| (a) | restricting the person’s disposal or further acquisition of shares or voting power in the licensed trust company; or | | (b) | restricting the person’s exercise of voting power in the licensed trust company. |
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| (3) Any condition imposed under subsection (2) has effect despite any provision of the Companies Act 1967 or anything contained in the memorandum or articles of association of the licensed trust company. |
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| Objection to existing control |
18.—(1) The Authority may serve a written notice of objection on any person mentioned in section 16 if the Authority is satisfied that —| (a) | any condition of approval imposed on the person under section 17(2) has not been complied with; | | (b) | the person is not or ceases to be a fit and proper person; | | (c) | having regard to the likely influence of the person, the licensed trust company is not able to or is no longer likely to conduct its business prudently or to comply with the provisions of this Act or any direction made under this Act; | | (d) | the person has provided false or misleading information or documents in connection with an application under section 17; or | | (e) | the Authority would not have granted its approval under section 17 had it been aware, at that time, of circumstances relevant to the person’s application for such approval. |
(2) The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances:| (a) | the person is in the course of being wound up or otherwise dissolved, or in the case of an individual, in the course of bankruptcy proceedings, whether in Singapore or elsewhere; | | (b) | a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person; | | (c) | the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly. |
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| (3) Any person served with a notice of objection under this section must comply with the requirements of the notice. |
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| Licensed trust company to provide to Authority information relating to controllers, etc. |
| 19. A licensed trust company must provide to the Authority, in such form and manner as the Authority may prescribe, information relating to its controllers and the quantity of their control in the licensed trust company. |
| Offences, penalties and defences |
20.—(1) Any person who contravenes section 16(1), 18(3) or 19 or any condition imposed under section 17(2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.(2) Where a person is charged with an offence in respect of a contravention of section 16(1), it is a defence for the person to prove that —| (a) | the person was not aware that the person had contravened that provision; and | | (b) | the person has, within 14 days of becoming aware that the person had contravened that provision, notified the Authority of the contravention and, within the time determined by the Authority, taken such actions in relation to the person’s shareholding or control of the voting power in the licensed trust company as the Authority may direct. |
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(3) Where a person is charged with an offence in respect of a contravention of section 16(1), it is also a defence for the person to prove that, even though the person was aware of the contravention —| (a) | the contravention occurred as a result of an increase in the shareholding as described in section 16(4)(a) or in the voting power controlled by any of the person’s associates described in section 16(4)(c)(i); | | (b) | the person has no agreement or arrangement, whether oral or in writing and whether express or implied, with that associate with respect to the acquisition, holding or disposal of shares or other interests in, or under which they act together in exercising their voting power in relation to, the licensed trust company; and | | (c) | the person has, within 14 days of the date of the contravention, notified the Authority of the contravention and, within such time as may be determined by the Authority, taken such action in relation to the person’s shareholding or control of the voting power in the licensed trust company as the Authority may direct. |
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| (4) Except as provided in subsections (2) and (3), it is not a defence for a person charged with an offence in respect of a contravention of section 16(1) to prove that the person did not intend to or did not knowingly contravene that provision. |
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| Shareholding or control in other corporations |
21.—(1) A licensed trust company must not, without obtaining the prior approval of the Authority, acquire or hold more than —| (a) | 20% of the total number of issued shares; or | | (b) | 20% of the voting power, |
| in a corporation, unless it acquires or holds such shares or voting power in the course of acting as a trustee. |
| (2) Any licensed trust company which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. |
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