Singapore legislation
Section 15B
Section 15B
Control of shareholdings and voting power in designated financial institutions
(1)
A person must not, on or after 18 July 2001, become —
a 12% controller;
a 20% controller; or
an indirect controller,of a designated financial institution without first obtaining the approval of the Minister.
(2)
Subject to section 15C(4), a person who, immediately before 18 July 2001, is —
a 12% controller;
a 20% controller; or
an indirect controller,of a designated financial institution must not continue to be such a controller unless the person has, within 6 months after 18 July 2001 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) —
Definition
“12% controller” means a person, not being a 20% controller, who alone or together with the person’s associates —
holds at least 12% of the total number of issued shares in the designated financial institution; or
is in a position to control voting power of at least 12% in the designated financial institution;
Definition
“20% controller” means a person who, alone or together with the person’s associates —
holds at least 20% of the total number of issued shares in the designated financial institution; or
is in a position to control voting power of at least 20% in the designated financial institution.
(4)
For the purposes of subsection (3) —
a person holds a share if —
the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act 1967; or
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;
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
a person, A, is an associate of another person, B, if —
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;
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;
[Deleted by Act 35 of 2014](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;
A is a subsidiary of B;
[Deleted by Act 35 of 2014](vii)A is a body corporate in which B, alone or together with other associates of B as described in paragraphs (ii), (iv) and (v), is in a position to control at least 20% of the voting power in A; or (viii)[Deleted by Act 35 of 2014](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 —
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
who is in a position to determine the policy of the designated financial institution,but does not include any person —
who is a director or other officer of the designated financial institution whose appointment has been approved by the Authority; or
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 the person in the person’s professional capacity.