Singapore legislation
Section 44F
Section 44F
Approvals of Board in relation to equity interests and control of voting power in certain cases
(1)
Except with the prior written approval of the Board, a person must not become, on or after 1 April 2020, a 12% controller or 30% controller of a designated entity, designated business trust or designated trust.
(2)
Subsection (1) does not apply where the transaction through which a person becomes a 12% controller or 30% controller is entered into before 1 April 2020.
(3)
Except with the prior written approval of the Board, a person must not become, on or after 1 April 2020, an indirect controller of a designated entity, designated business trust or designated trust.
(4)
A person must not acquire, on or after 1 April 2020, as a going concern the business or undertaking, or any part of the business or undertaking, of a designated entity, a designated business trust or a designated trust which relates to —
the supply of water to the Board; or (b)the collection, treatment, recovery or disposal of used water (including sewage, waste matter and effluent),unless the person, and the designated entity, the trustee-manager of the designated business trust, or the trustee of the designated trust (as the case may be) have obtained the prior written approval of the Board.
(5)
On an application for approval under subsection (1) or (3), the Board may approve the application if the Board is satisfied —
that the person who is to become a 12% controller or 30% controller or an indirect controller of a designated entity, designated business trust or designated trust (as the case may be) and every associate of that person, is a fit and proper person;
that having regard to the influence of —
the person mentioned in paragraph (a); and
every associate of that person,the designated entity, designated business trust or designated trust (as the case may be) will continue to conduct its business or undertaking prudently and continue its business or undertaking of supplying water to the Board or of collecting, treating, recovering or disposing of used water (including sewage, waste matter and effluent); and
that it is in the public interest to do so.
(6)
On an application for approval under subsection (4), the Board may approve the application if the Board is satisfied —
that the person acquiring the business or undertaking is a fit and proper person;
that the acquisition will not affect the security and reliability of the supply of water in Singapore; and
that it is in the public interest to do so.
(7)
An approval of the Board under this section may be granted subject to any conditions that the Board considers appropriate to impose.
(8)
Any condition imposed by the Board under subsection (7) 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 entity, designated business trust or designated trust in relation to which the application for approval under subsection (1), (3) or (4) is made.
(9)
Any person who is aggrieved by the Board’s refusal to grant an approval required under subsection (1), (3) or (4) or by the imposition of any condition under subsection (7) 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.
(10)
Any person who contravenes subsection (1), (3) or (4) shall be guilty of an offence.
(11)
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 Board of the contravention within a period of 14 days after becoming aware of the contravention; and
where the Board issued any direction under section 44G relating to the contravention and the holding of equity interests or the control of voting power by the accused in the designated entity, designated business trust or designated trust, as the case may be —
the accused complied with the direction within the period determined by the Board under that section; or
the period determined by the Board 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 (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 in the holding of equity interest, or in the voting power controlled, by any of the associates of the accused, in the designated entity, designated business trust or designated trust, 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 entity, designated business trust or designated trust, as the case may be;
the accused notified the Board of the contravention within a period of 7 days after the contravention; and
where the Board issued any direction under section 44G relating to the contravention and the holding of equity interests or the control of voting power by the accused in the designated entity, designated business trust or designated trust, as the case may be —
the accused complied with the direction within the period determined by the Board under that section; or
the period determined by the Board under that section for the compliance of the direction has not expired.
(13)
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 Board of the contravention within a period of 14 days after the contravention; and
where the Board issued any direction under section 44G relating to the contravention and the accused becoming an indirect controller of the designated entity, designated business trust or designated trust, as the case may be —
the accused complied with the direction within the period determined by the Board under that section; or
the period determined by the Board under that section for the compliance of the direction has not expired.
(14)
Except as provided in subsections (11), (12) and (13), 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.