Singapore legislation
Section 137R
Section 137R
Duty of trustee‑manager of business trust to make disclosure
(1)
Where the trustee‑manager of a registered business trust or recognised business trust —
acquires or disposes of interests in units or derivatives of units in, or debentures or units of debentures of, the business trust;
(aa)acquires or disposes of interests in such securities or securities‑based derivatives contracts of the business trust as may be prescribed by regulations made under section 341; or
has been notified in writing by —
a substantial unitholder of the business trust pursuant to a requirement imposed on the substantial unitholder under section 135, 136 or 137 as applied by section 137J(1);
a director or chief executive officer of the trustee‑manager pursuant to a requirement imposed on him or her under section 137N; or
a person who holds an interest or interests in voting shares in the trustee‑manager pursuant to a requirement imposed on the person under section 137P,the trustee‑manager must announce or otherwise disseminate the particulars of the acquisition or disposal, or the information stated in the notice it received (as the case may be) to the organised market operated by the approved exchange on whose official list any or all of the units in the business trust are listed, as soon as practicable and in any case no later than the end of the business day following the day on which the trustee‑manager became aware of the acquisition or disposal, or received the notice.
(2)
The trustee‑manager must announce or otherwise disseminate the information in such form and manner as the Authority may prescribe.
(3)
Any trustee‑manager of a registered business trust or recognised business trust that —
intentionally or recklessly contravenes subsection (1) or (2); or
in purported compliance with this section, announces or disseminates any information which the trustee‑manager knows is false or misleading in a material particular or is reckless as to whether it is,shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction.
(4)
Any trustee‑manager of a registered business trust or recognised business trust that —
contravenes subsection (1) or (2); or
in purported compliance with this section, announces or disseminates any information that is false or misleading in a material particular,in circumstances other than as set out in subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
(5)
Where an offence has been committed by a trustee‑manager under subsection (3) or (4), any officer of the trustee‑manager who —
causes the trustee‑manager to contravene subsection (1);
announces or disseminates, or permits or authorises the announcement or dissemination of, the information that is false or misleading in a material particular; or
announces or disseminates, or permits or authorises the announcement or dissemination of the information in contravention of subsection (2),shall —
if he or she had acted intentionally or recklessly, or with knowledge that the information so announced or disseminated is false or misleading in a material particular or is reckless as to whether it is, be guilty of an offence and be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both; or
if he or she had acted negligently, be guilty of an offence and be liable on conviction to a fine not exceeding $25,000.
(6)
In this section, “officer” means a director, member of the committee of management, chief executive officer, manager, secretary or other similar officer of the trustee‑manager, and includes a person purporting to act in any such capacity.
(7)
No proceedings shall be instituted against a person for an offence under this section after —
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.