6. Section 45 of the principal Act is repealed and the following sections substituted therefor:| “Application and interpretation of this section and sections 45A to 45H |
45.—(1) This section and sections 45A to 45H shall apply to, and in relation to, all individuals whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not.(2) In sections 45A to 45H, unless the context otherwise requires —| “arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied; |
| “share” includes stock except where a distinction between stock and shares is expressed or implied; |
| “substantial shareholder” has the same meaning as in section 81 of the Companies Act (Cap. 50); |
| “voting share” has the same meaning as in section 4(1) of the Companies Act. |
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| Control of substantial shareholdings in broadcasting companies |
45A.—(1) No person shall, on or after the appointed day, become a substantial shareholder of a broadcasting company without first obtaining the approval of the Minister.| (2) Subject to section 45C(4), no person who, immediately before the appointed day, is a substantial shareholder of a broadcasting company shall continue to be a substantial shareholder unless he has, within 6 months after the appointed day or such longer period as the Minister may allow, applied to the Minister for approval to continue to be such a shareholder. |
| (3) No person shall, on or after the appointed day, enter into any agreement or arrangement, whether oral or in writing and whether express or implied, to act together with any other person with respect to the acquisition, holding or disposal of, or the exercise of rights in relation to, their interests in voting shares of an aggregate of more than 5% of the nominal amount of all voting shares in a broadcasting company without first obtaining the approval of the Minister. |
| (4) Subject to section 45C(4), no person who, at any time before the appointed day, has entered into any agreement or arrangement referred to in subsection (3) shall continue to be a party to such an agreement or arrangement unless he has, within 6 months after the appointed day or such longer period as the Minister may allow, applied to the Minister for approval to continue to be a party to such an agreement or arrangement. |
(5) For the purposes of this section, a person has an interest in any share if —| (a) | he is deemed to have an interest in that share under section 7 of the Companies Act (Cap. 50); or | | (b) | he otherwise has a legal or an equitable interest in that share except for such interest as is to be disregarded under section 7 of the Companies Act. |
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| Control of shareholdings and voting power in broadcasting companies |
45B.—(1) No person shall, on or after the appointed day, become —| (a) | a 12% controller; or | | (b) | an indirect controller, |
| of a broadcasting company without first obtaining the approval of the Minister. |
(2) Subject to section 45C(4), no person who, immediately before the appointed day, is —| (a) | a 12% controller; or | | (b) | an indirect controller, |
| of a broadcasting company shall continue to be such a controller unless he has, within 6 months after the appointed day or such longer period as the Minister may allow, applied to the Minister for approval to continue to be such a controller. |
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(3) In subsections (1)(a) and (2)(a), “12% controller” means a person who alone or together with his associates —| (a) | holds not less than 12% of the shares in the broadcasting company; or | | (b) | is in a position to control voting power of not less than 12% in the broadcasting company. |
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(4) For the purposes of subsection (3) —| (a) | a person holds a share if —| (i) | he is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act (Cap. 50); or | | (ii) | he 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; |
| | (b) | a reference to the control of a percentage of the voting power in a broadcasting 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 broadcasting company; and | | (c) | a person, A, is an associate of another person, B, if —| (i) | A is the spouse or a parent, step-parent or remoter lineal ancestor, or a son, step-son, daughter, step-daughter or remoter issue, or a brother or sister, of B; | | (ii) | A is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B, or where B is a corporation, of the directors of B; | | (iii) | B is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A, or where A is a corporation, of the directors of A; | | (iv) | 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; | | (v) | B 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 A; | | (vi) | A is a related corporation of B; | | (vii) | A is a corporation in which B, alone or together with other associates of B as described in sub-paragraphs (ii) to (vi), is in a position to control not less than 20% of the voting power in A; | | (viii) | B is a corporation in which A, alone or together with other associates of A as described in sub-paragraphs (ii) to (vi), is in a position to control not less than 20% of the voting power in B; or | | (ix) | 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 broadcasting company. |
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(5) In subsections (1)(b) and (2)(b), “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 broadcasting company —| (a) | in accordance with whose directions, instructions or wishes the directors of the broadcasting 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 broadcasting company, |
| but does not include any person — |
| (i) | who is a director or other officer of the broadcasting company whose appointment has been approved by the Authority; or | | (ii) | in accordance with whose directions, instructions or wishes the directors of the broadcasting company are accustomed to act by reason only that they act on advice given by the person in his professional capacity. |
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45C.—(1) The Minister may, in his discretion, approve an application made by any person under section 45A or 45B if the Minister is satisfied that —| (a) | the person is a fit and proper person; | | (b) | having regard to the person’s likely influence, the broadcasting company will or will continue to conduct its business prudently and comply with the provisions of this Act; and | | (c) | it is in the national interest to do so. |
(2) Any approval under this section may be granted to any person subject to such conditions as the Minister 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 broadcasting company; or | | (b) | restricting the person’s exercise of voting power in the broadcasting company. |
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| (3) Any condition imposed under subsection (2) shall have effect notwithstanding any of the provisions of the Companies Act (Cap. 50) or anything contained in the memorandum or articles of association, or other constitution, of the broadcasting company. |
(4) Where the Minister does not approve an application made by any person under section 45A(2) or (4) or 45B (2), the person shall, within such time as the Minister may specify, take such steps as are necessary —| (a) | in the case of section 45A(2), to cease to be a substantial shareholder; | | (b) | in the case of section 45A(4), to cease to be a party to the agreement or arrangement; or | | (c) | in the case of section 45B(2), to cease to be —| (i) | a 12% controller; or | | (ii) | an indirect controller, |
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| Power to make further transitional provisions |
| 45D. The Minister may, by order published in the Gazette, make such further transitional provisions as he considers necessary or expedient for the purposes of section 45A, 45B or 45C. |
| Objection to existing control of broadcasting company |
45E.—(1) The Minister may serve a written notice of objection on any person referred to in section 45A or 45B if the Minister is satisfied that —| (a) | any condition of approval imposed on the person under section 45C(2) has not been complied with; | | (b) | the person ceases to be a fit and proper person; | | (c) | having regard to the person’s likely influence, the broadcasting company is no longer likely to conduct its business prudently or to comply with the provisions of this Act; | | (d) | it is no longer in the national interest to allow the person to continue to be a party to the agreement or arrangement described in section 45A(3) or (4), or to continue to be a substantial shareholder, a 12% controller or an indirect controller, as the case may be; | | (e) | the person has furnished false or misleading information or documents in connection with an application under section 45A or 45B; or | | (f) | he would not have granted his approval under section 45C had he been aware, at that time, of the circumstances relevant to the person’s application for such approval. |
| (2) Before the service of a written notice of objection, the Minister shall, unless he decides that it is not practicable or desirable to do so, cause to be given to the person concerned notice in writing of his intention to serve the written notice of objection, specifying a date by which the person may make written representations with regard to the proposed written notice of objection. |
| (3) Upon receipt of the written representations of any person referred to in subsection (2), the Minister shall consider the written representations for the purpose of determining whether to issue a written notice of objection. |
(4) The Minister shall, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection shall —| (a) | take such steps as are necessary to ensure that he ceases to be a party to the agreement or arrangement described in section 45A(3) or (4), or ceases to be a substantial shareholder, a 12% controller or an indirect controller, as the case may be; or | | (b) | comply with such direction or restriction as the Minister may make under section 45F. |
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| (5) Any person served with a written notice of objection under this section shall comply with the notice. |
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45F.—(1) Without prejudice to section 45G, if the Minister is satisfied that any person has contravened section 45A, 45B, 45C(4) or 45E(5) or any condition imposed under section 45C(2), or if the Minister has served a written notice of objection under section 45E, the Minister may, by notice in writing —| (a) | direct the transfer or disposal of all or any of the shares in the broadcasting company held by the person or any of his associates (referred to in this section as the specified shares) within such time and subject to such conditions as the Minister considers appropriate; | | (b) | restrict the transfer or disposal of the specified shares; or | | (c) | make such other direction or restriction as the Minister considers appropriate. |
| (2) Any person to whom a notice is given under subsection (1) shall comply with such direction or restriction as may be specified in the notice. |
(3) In the case of any direction or restriction made under subsection (1)(a) or (b), notwithstanding any of the provisions of the Companies Act (Cap. 50) or anything contained in the memorandum or articles of association, or other constitution, of the broadcasting company —| (a) | no voting rights shall be exercisable in respect of the specified shares unless the Minister expressly permits such rights to be exercised; | | (b) | no shares of the broadcasting company shall be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified shares unless the Minister expressly permits such issue or offer; and | | (c) | except in a liquidation of the broadcasting company, no payment shall be made by the broadcasting company of any amount (whether by way of dividends or otherwise) in respect of the specified shares unless the Minister expressly authorises such payment, |
| until a transfer or disposal is effected in accordance with the direction or until the restriction on a transfer or disposal is removed, as the case may be. |
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| (4) In this section, “associate” has the same meaning as in section 45B(4)(c). |
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| Offences, penalties and defences |
45G.—(1) Any person who contravenes section 45A, 45B (1)(a) or (2)(a) or 45C(4)(a), (b) or (c)(i) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.| (2) Any person who contravenes section 45B(1)(b) or (2)(b), 45C(4)(c)(ii), 45E(5) or 45F(2) or any condition imposed under section 45C(2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 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 $5,000 for every day or part thereof during which the offence continues after conviction. |
(3) Where a person is charged with an offence in respect of a contravention of section 45A or 45B, it shall be a defence for the person to prove that —| (a) | he was not aware that he had contravened section 45A or 45B, as the case may be; and | | (b) | he has, within 14 days of becoming aware that he had contravened section 45A or 45B, as the case may be, notified the Minister of the contravention and, within such time as may be determined by the Minister, taken such actions in relation to his shareholding or control of the voting power in the broadcasting company as the Minister may direct. |
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(4) Where a person is charged with an offence in respect of a contravention of section 45B(1), it shall also be a defence for the person to prove that, even though he was aware of the contravention —| (a) | the contravention occurred as a result of an increase in the shareholding as described in section 45B(4)(a) of, or in the voting power controlled by, any of his associates described in section 45B(4)(c)(i); | | (b) | he 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 broadcasting company; and | | (c) | he has, within 14 days of the date of the contravention, notified the Minister of the contravention and, within such time as may be determined by the Minister, taken such action in relation to his shareholding or control of the voting power in the broadcasting company as the Minister may direct. |
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| (5) Except as provided in subsections (3) and (4), it shall not be a defence for a person charged with an offence in respect of a contravention of section 45A or 45B to prove that he did not intend to or did not knowingly contravene section 45A or 45B, as the case may be. |
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| Power to obtain information |
45H.—(1) The Authority may, by notice in writing, direct any broadcasting company to obtain from any of its shareholders and to transmit to the Authority information —| (a) | as to whether that shareholder holds any share in the broadcasting company as beneficial owner or as trustee; and | | (b) | if the shareholder holds the share as trustee, to indicate, so far as he can, the person for whom he holds the share (either by name or by other particulars sufficient to enable that person to be identified) and the nature of his interest, |
| and the broadcasting company shall comply with that direction within such time as may be specified in the notice. |
(2) The Authority may, by notice in writing, require any shareholder of a broadcasting company, or any person who appears from the information provided to the Authority under subsection (1) or this subsection to have an interest in any share in a broadcasting company, to inform the Authority —| (a) | whether he holds that interest as beneficial owner or as trustee, and if he holds the interest as trustee, to indicate, so far as he can, the person for whom he holds the interest (either by name or by other particulars sufficient to enable that person to be identified) and the nature of his interest; or | | (b) | whether any share or any voting right attached to the share is the subject of an agreement or arrangement described in section 45A(3) or (4) or 45B(4)(c)(ix), and if so, to give particulars of the agreement or arrangement and the parties to it, |
| and the person shall comply with that notice within such time as may be specified therein. |
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(3) Any person who —| (a) | fails to comply with a notice under this section; or | | (b) | in purported compliance of the notice, knowingly or recklessly makes a statement which is false in a material particular, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 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 $5,000 for every day or part thereof during which the offence continues after conviction.”. |
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