Singapore legislation
Section 86F
Section 86F
Approvals of Authority in relation to equity interests and control of voting power in certain cases
(1)
Except with the prior written approval of the Authority, a person must not —
as a result of an increase in the holding of equity interest, or in the voting power controlled, by that person or any associate of that person, become a 25% controller or 50% controller of a designated public licensee, designated business trust or designated equity interest holder; or
as a result of a decrease in the holding of equity interest, or in the voting power controlled, by that person or any associate of that person, cease to be a 50% controller or 75% controller of a designated public licensee, designated business trust or designated equity interest holder.
(2)
Subsection (1) does not apply where the transaction through which a person becomes a 25% controller or 50% controller, or ceases to be a 50% controller or 75% controller, is entered into before 29 January 2018.
(3)
A person must not become an indirect controller of a designated public licensee, designated business trust or designated equity interest holder on or after 29 January 2018, unless the person has obtained the prior written approval of the Authority.
(4)
The Authority may approve an application under subsection (1)(a) or (3) if the Authority is satisfied that —
the person who is to become a 25% controller or 50% controller or an indirect controller of a designated public licensee, designated business trust or designated equity interest holder (as the case may be) and every associate of that person, is a fit and proper person;
having regard to the influence of —
the person mentioned in paragraph (a); and
every associate of that person,the designated public licensee, designated business trust or designated equity interest holder (as the case may be) will continue to conduct its business prudently and comply with the provisions of this Act; and
it is in the public interest to do so.
(5)
The Authority may approve an application under subsection (1)(b) if the Authority is satisfied that —
the provision of any marine service or facility or any port service or facility by —
the designated public licensee of which the applicant is a 50% controller or 75% controller;
the trustee‑manager of the designated business trust of which the applicant is a 50% controller or 75% controller; or
in the case where the applicant is a 50% controller or 75% controller of a designated equity interest holder, the designated public licensee or the trustee‑manager of the designated business trust, in relation to which the designated equity interest holder is so designated,as the case may be, will continue to be reliable, efficient and economical with reference to recognised international standards and any codes or standards issued or set by the Authority;
the designated public licensee mentioned in paragraph (a)(i) or (iii) will continue to conduct its business prudently and comply with the provisions of this Act, or the trustee‑manager mentioned in paragraph (a)(ii) or (iii) will continue to conduct the business of the designated business trust prudently and comply with the provisions of this Act; and
it is in the public interest to do so.
(6)
An approval of the Authority under this section may be granted subject to any conditions that the Authority considers appropriate to impose.
(7)
Any condition imposed by the Authority under subsection (6) has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, trust deed or other constitution of the designated public licensee, designated business trust or designated equity interest holder in relation to which the application for approval under subsection (1) or (3) is made.
(8)
Any person who is aggrieved by the refusal of the Authority to grant an approval required under subsection (1) or (3), or by the imposition under subsection (6) of any condition, may within 14 days after being informed of the refusal or the imposition of the condition (as the case may be) appeal to the Minister whose decision is final.
(9)
Any person who contravenes subsection (1) or (3) shall be guilty of an offence.
(10)
In any proceedings for an offence in relation to a contravention of subsection (1), it is a defence for the accused to prove that —
the accused was not aware of the contravention when it occurred;
the accused notified the Authority of the contravention within a period of 14 days after becoming aware of the contravention; and
where the Authority issued any direction under section 86G relating to the contravention and the holding of equity interests or the control of voting power by the accused in the designated public licensee, designated business trust or designated equity interest holder, as the case may be —
the accused complied with the direction within the period determined by the Authority under that section; or
the period determined by the Authority under that section for the compliance of the direction has not expired.
(11)
In any proceedings for an offence in relation to a contravention of subsection (1), it is also a defence for the accused to prove that even though the accused was aware of the contravention —
the contravention occurred as a result of an increase or decrease in the holding of equity interest, or in the voting power controlled, by any of the associates of the accused, in the designated public licensee, designated business trust or designated equity interest holder, as the case may be;
the accused 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 equity interests or other interests, or under which they act together in exercising their voting power, in relation to the designated public licensee, designated business trust or designated equity interest holder, as the case may be;
the accused notified the Authority of the contravention within a period of 7 days after the contravention; and
where the Authority issued any direction under section 86G relating to the contravention and the holding of equity interests or the control of voting power by the accused in the designated public licensee, designated business trust or designated equity interest holder, as the case may be —
the accused complied with the direction within the period determined by the Authority under that section; or
the period determined by the Authority under that section for the compliance of the direction has not expired.
(12)
In any proceedings for an offence in relation to a contravention of subsection (3), it is a defence for the accused to prove that —
the accused was not aware of the contravention when it occurred;
the accused notified the Authority of the contravention within a period of 14 days after the contravention; and
where the Authority issued any direction under section 86G relating to the contravention and the accused becoming an indirect controller of the designated public licensee, designated business trust or designated equity interest holder, as the case may be —
the accused complied with the direction within the period determined by the Authority under that section; or
the period determined by the Authority under that section for the compliance of the direction has not expired.
(13)
Except as provided in subsections (10), (11) and (12), it is not a defence in any proceedings for an offence in relation to a contravention of subsection (1) or (3) to prove that the accused did not intend to or did not knowingly contravene subsection (1) or (3), as the case may be.