19. The Telecommunications Act is amended by inserting, immediately after section 32, the following Part:“PART VA CONTROL OVER DESIGNATED TELECOMMUNICATION LICENSEES |
Interpretation of this Part |
32A.—(1) In this Part —“consolidation” has the meaning given to it in the code of practice referred to in section 32C; |
“designated telecommunication licensee” means a telecommunication licensee which has been declared or which is of a class of telecommunication licensees which has been declared by the Authority, by notification in the Gazette, to be a designated telecommunication licensee for the purposes of this Part; |
“ownership interest” has the meaning given to it in the code of practice referred to in section 32C; |
“voting share” has the same meaning as in section 4(1) of the Companies Act (Cap. 50). |
(2) In relation to a designated telecommunication licensee the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock shall be deemed to be an interest in an issued share in the designated telecommunication licensee having the same nominal amount as the amount of that stock and having attached to it the same rights as are attached to that stock. |
(3) The Authority may, by notification in the Gazette, vary or revoke any declaration of a designated telecommunication licensee. |
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Control of acquisition of designated telecommunication licensee |
32B.—(1) A designated telecommunication licensee shall give notice in writing, in the prescribed manner and within the prescribed period, to the Authority if any person acquires an ownership interest in the voting shares of the designated telecommunication licensee, whether by a series of transactions over a period of time or otherwise, that would result in that person holding an ownership interest of 5% or more but less than 12% of the voting shares in that designated telecommunication licensee.(2) Subject to subsection (3), no person shall, whether through a series of transactions over a period of time or otherwise, become —(a) | a 12% controller; or | (b) | a 30% controller, |
of a designated telecommunication licensee without obtaining the written approval of the Authority in the prescribed manner and within the prescribed period. |
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(3) To the extent that the acquisition by a person of an ownership interest in the voting shares in a designated telecommunication licensee under subsection (2) constitutes a consolidation with that designated telecommunication licensee, the person and the designated telecommunication licensee shall, in addition to the approval required under that subsection, obtain the written approval of the Authority in the prescribed manner and within the prescribed period. |
(4) No person shall acquire the business of a designated telecommunication licensee conducted pursuant to a telecommunication licence granted under section 5 as a going concern, unless the person and the designated telecommunication licensee obtain the written approval of the Authority in the prescribed manner and within the prescribed period. |
(5) In subsection (2) —“12% controller”, in relation to a designated telecommunication licensee, means a person, not being a 30% controller, who holds an ownership interest in the voting shares of the designated telecommunication licensee of 12% or more; |
“30% controller”, in relation to a designated telecommunication licensee, means a person who holds an ownership interest in the voting shares of the designated telecommunication licensee of 30% or more. |
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Power to issue code of practice relating to control of designated telecommunication licensees |
32C.—(1) Without prejudice to the generality of section 26, the Authority may issue a code of practice under that section which specifies such matters as are generally necessary for carrying out the purposes and provisions of this Part and for the due administration thereof.(2) Without prejudice to the generality of subsection (1), the Authority may specify in the code of practice —(a) | the circumstances under which a person would be considered to have an ownership interest in the voting shares of a designated telecommunication licensee; | (b) | the circumstances under which a person would be considered to have entered into a consolidation with a designated telecommunication licensee; | (c) | the circumstances under which a person would be considered to have acquired the business of a designated telecommunication licensee as a going concern; | (d) | the categories of persons that shall obtain the written approval of the Authority for —(i) | any consolidation with a designated telecommunication licensee; or | (ii) | an acquisition of the business of a designated telecommunication licensee; |
| (e) | the duties and obligations of a designated telecommunication licensee and a person acquiring the business as a going concern or an ownership interest in the voting shares of a designated telecommunication licensee; | (f) | the rules and procedures that a designated telecommunication licensee and a person acquiring the business as a going concern or an ownership interest in the voting shares of a designated telecommunication licensee must comply with; | (g) | the terms and conditions which the Authority may impose in granting any approval under section 32B; and | (h) | the circumstances under which a person who holds voting shares in the designated telecommunication licensee would be considered to be an affiliate of the specified person under section 32D. |
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32D.—(1) Without prejudice to section 27, if the Authority is satisfied that a person has —(a) | acquired an ownership interest in the voting shares of a designated telecommunication licensee; | (b) | entered into a consolidation with a designated telecommunication licensee; or | (c) | acquired the business of a designated telecommunication licensee as a going concern, |
(referred to in this section as the specified person), in contravention of section 32B(2), (3) or (4), or that the acquisition or consolidation is likely to substantially lessen competition or is against the public interest, the Authority may issue a direction under subsection (3) or (4), as the case may be. |
(2) The Authority may issue a direction under subsection (3) or (4) if the Authority is satisfied that —(a) | any condition of approval imposed on the person has not been complied with; | (b) | the person has furnished false or misleading information or documents in connection with an application under section 32B to obtain the approval of the Authority; or | (c) | the Authority would not have granted its approval under section 32B had it been aware, at that time, of circumstances relevant to the person’s application for such approval, |
and the existing ownership interest in the designated telecommunication licensee held by the person is likely to substantially lessen competition or be against the public interest. |
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(3) The Authority may, under the circumstances specified in subsection (1)(a) or (b) or (2), direct —(a) | 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 through which any specified person has an ownership interest in the designated telecommunication licensee (referred to in this section as the specified shares), unless the Authority expressly permits such rights 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 payments subject to such conditions as the Authority may specify; and |
| (b) | any specified person or an affiliate of the specified person to transfer or dispose of all or any part of the specified shares within such time and subject to such conditions as the Authority considers appropriate. |
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(4) The Authority may, under the circumstances specified in subsection (1)(c) or (2), direct any specified person to transfer or dispose of all or any part of the business acquired from the designated telecommunication licensee within such time and subject to such conditions as the Authority considers appropriate. |
(5) Before issuing a direction to any person under subsection (3) or (4), 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 serve the direction, specifying a date by which that person may make written representations with regard to the proposed direction. |
(6) Upon receipt of any written representation referred to in subsection (5), the Authority shall consider it for the purpose of determining whether to issue the direction. |
(7) Any person to whom a direction is given under subsection (3) or (4) shall comply with the direction and the direction shall take effect notwithstanding the provisions of any other written law or anything contained in the memorandum or articles of association, or other constitution, of the designated telecommunication licensee. |
(8) The Authority may vary or revoke any direction issued under this section. |
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Power of Authority to obtain information |
32E.—(1) Without prejudice to sections 27 and 59, the Authority may, by notice in writing, direct any designated telecommunication licensee 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 designated telecommunication licensee as a beneficial owner or trustee; and | (b) | if the shareholder holds the share as a trustee, to indicate as 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 designated telecommunication licensee 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 designated telecommunication licensee to inform the Authority whether he holds that interest as a beneficial owner or 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. |
(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 — |
(i) | 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 | (ii) | 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. |
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Appointment of chief executive officer, director, etc., of designated telecommunication licensee |
32F.—(1) No designated telecommunication licensee shall appoint a person as its chief executive officer, its director or the chairman of its board of directors unless it has obtained the approval of the Authority.(2) Where a person has been appointed by a designated telecommunication licensee as its chief executive officer, its director, or the chairman of its board of directors without the approval of the Authority in contravention of subsection (1), the Authority may issue a direction to the licensee to remove that person as its chief executive officer, its director or the chairman of its board of directors, as the case may be. |
(3) This section shall have effect notwithstanding the provisions of any other written law or of the memorandum or articles of association, or other constitution, of the designated telecommunication licensee. |
(4) In this section —“chief executive officer”, in relation to a designated telecommunication licensee, means any person, by whatever name described, who is —(a) | in the direct employment of, or acting for or by arrangement with, the designated telecommunication licensee; and | (b) | principally responsible for the management and conduct of any type of business of the designated telecommunication licensee in Singapore, |
and includes any person for the time being performing all or any of the functions or duties of a chief executive officer; |
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“director” has the same meaning as in section 4(1) of the Companies Act (Cap. 50).”. |
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