Singapore legislation
Section 123Z
Section 123Z
Control of take‑over of authorised benchmark administrator
(1)
This section applies 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)
A person must not enter into any arrangement in relation to shares in an authorised benchmark administrator that is a company by virtue of which the person would, if the arrangement is carried out, obtain effective control of the authorised benchmark administrator, unless the person has obtained the prior approval of the Authority to the person’s entering into the arrangement.
(3)
An application for the Authority’s approval under subsection (2) must be made in writing, and the Authority may approve the application if the Authority is satisfied that —
the applicant is a fit and proper person to have effective control of the authorised benchmark administrator;
having regard to the applicant’s likely influence, the authorised benchmark administrator is likely to continue to carry on a business of administering a designated benchmark prudently and comply with the provisions of this Act and directions made thereunder; and
the applicant satisfies such other criteria as may be prescribed by regulations made under section 123ZZA or as the Authority may specify in written directions.
(4)
Any approval under subsection (3) may be granted to the applicant subject to such conditions as the Authority may determine, including any condition —
restricting the applicant’s disposal or further acquisition of shares or voting power in the authorised benchmark administrator; or
restricting the applicant’s exercise of voting power in the authorised benchmark administrator,and the applicant must comply with such conditions.
(5)
Any condition imposed under subsection (4) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the authorised benchmark administrator.
(6)
For the purposes of this section and section 123ZA —
a reference to a person entering into an arrangement in relation to shares includes —
entering into an agreement or any formal or informal scheme, arrangement or understanding, to acquire those shares;
making or publishing a statement, however expressed, that expressly or impliedly invites the holder of those shares to offer to dispose of the holder’s shares to the first person;
the first person obtaining a right to acquire shares under an option, or to have shares transferred to the first person or to the first person’s order, whether the right is exercisable presently or in the future and whether on fulfilment of a condition or not; and
becoming a trustee of a trust in respect of those shares;
a person is regarded as obtaining effective control of the authorised benchmark administrator by virtue of an arrangement if the person alone or acting together with any connected person would, if the arrangement is carried out —
acquire or hold, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark administrator; or
control, directly or indirectly, 20% or more of the voting power in the authorised benchmark administrator; and
a reference to the voting power in the authorised benchmark administrator is a reference to the total number of votes that may be cast in a general meeting of the authorised benchmark administrator.
(7)
Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both.