16. Section 15 of the Banking Act is repealed and the following sections substituted therefor:“Application and interpretation of sections 15A to 18 |
15.—(1) This section and sections 15A to 18 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 15A to 18, unless the context otherwise requires —“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied; |
“designated financial institution” means —(a) | a bank incorporated in Singapore; or | (b) | a financial holding company; |
|
“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. |
|
|
Control of substantial shareholdings in designated financial institutions |
15A.—(1) No person shall, on or after the appointed day, become a substantial shareholder of a designated financial institution without first obtaining the approval of the Minister.(2) Subject to section 15C(4), no person who, immediately before the appointed day, is a substantial shareholder of a designated financial institution shall continue to be such a 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 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 5% or more of the nominal amount of all voting shares in a designated financial institution, without first obtaining the approval of the Minister. |
(4) Subject to section 15C(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 equitable interest in that share except for such interest as is to be disregarded under section 7 of the Companies Act. |
|
|
Control of shareholdings and voting power in designated financial institutions |
15B.—(1) No person shall, on or after the appointed day, become —(a) | a 12% controller; | (b) | a 20% controller; or | (c) | an indirect controller, |
of a designated financial institution without first obtaining the approval of the Minister. |
(2) Subject to section 15C(4), no person who, immediately before the appointed day, is —(a) | a 12% controller; | (b) | a 20% controller; or | (c) | an indirect controller, |
of a designated financial institution 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. |
|
(3) In subsections (1)(a) and (b) and (2)(a) and (b) —“12% controller” means a person, not being a 20% controller, who alone or together with his associates —(a) | holds not less than 12% of the shares in the designated financial institution; or | (b) | is in a position to control voting power of not less than 12% in the designated financial institution; |
|
“20% controller” means a person who, alone or together with his associates —(a) | holds not less than 20% of the shares in the designated financial institution; or | (b) | is in a position to control voting power of not less than 20% in the designated financial institution. |
|
|
(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 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 designated financial institution 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 designated financial institution; 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, step-son or step-daughter 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 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 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 designated financial institution. |
|
|
(5) In subsections (1)(c) and (2)(c), “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 designated financial institution —(a) | in accordance with whose directions, instructions or wishes the directors of the designated financial institution 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 designated financial institution, |
but does not include any person — |
(i) | who is a director or other officer of the designated financial institution whose appointment has been approved by the Authority; or | (ii) | in accordance with whose directions, instructions or wishes the directors of the designated financial institution are accustomed to act by reason only that they act on advice given by him in his professional capacity. |
|
|
15C.—(1) The Minister may, in his discretion, approve an application made by any person under section 15A or 15B 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 designated financial institution will or will continue to conduct its business prudently and comply with the provisions of this Act and notices made thereunder; 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 designated financial institution; or | (b) | restricting the person’s exercise of voting power in the designated financial institution. |
|
(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 of the designated financial institution. |
(4) Where the Minister disapproves an application made by any person under section 15A(2) or (4) or 15B (2), the person shall, within such time as the Minister may specify, take such steps as are necessary —(a) | in the case of section 15A(2), to cease to be a substantial shareholder; | (b) | in the case of section 15A(4), to cease to be a party to the agreement or arrangement; or | (c) | in the case of section 15B(2), to cease to be —(i) | a 12% controller; | (ii) | a 20% controller; or | (iii) | an indirect controller, |
|
|
(5) Notwithstanding the repeal of sections 15, 16 and 17 of the Banking Act in force immediately before the appointed day, the following approvals granted by the Authority before the appointed day shall continue and be deemed to be approvals granted by the Minister under this section, subject to such additional conditions as the Minister may at any time by notice in writing, impose:(a) | any approval or condition imposed in relation thereto under the repealed section 15(2) shall be deemed to be an approval granted or condition imposed under this section as if an application for approval had been made under section 15B(2)(b); | (b) | any approval or condition imposed in relation thereto under the repealed section 16(1) shall be deemed to be an approval granted or condition imposed under this section as if an application for approval had been made under section 15B(2)(c); or | (c) | any approval or condition imposed in relation thereto under the repealed section 17(1) shall be deemed to be an approval granted or condition imposed under this section as if an application for approval had been made under section 15A(2). |
|
|
Power to exempt and make further transitional provisions |
15D. The Minister may, by order published in the Gazette —(a) | exempt —(i) | any person or class of persons; or | (ii) | any class or description of shares or interests in shares, |
from section 15A or 15B, subject to such terms and conditions as may be specified in the order; and |
| (b) | make such further transitional provisions as he considers necessary or expedient for the purposes of section 15A, 15B or 15C. |
|
Objection to existing control of designated financial institutions |
15E.—(1) The Minister may serve a written notice of objection on any person referred to in section 15A or 15B if the Minister is satisfied that —(a) | any condition of approval imposed on the person under section 15C(2) or (5) 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 designated financial institution is no longer likely to conduct its business prudently or to comply with the provisions of this Act and notices made thereunder; | (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 15A(3) or (4), or to continue to be a substantial shareholder, a 12% controller, a 20% 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 15A or 15B; or | (f) | he would not have granted his approval under section 15C had he been aware, at that time, of 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 any written representations, the Minister shall consider them 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 15A(3) or (4), or ceases to be a substantial shareholder, a 12% controller, a 20% controller or an indirect controller as defined in section 15B(3) and (5), as the case may be; or | (b) | comply with such direction or directions as the Minister may make under section 16. |
|
(5) Any person served with a notice of objection under this section shall comply with the notice.”. |
|
|
|