Singapore legislation
Section 137ZC
Section 137ZC
Duty of responsible person for real estate investment trust to make disclosure
(1)
Where the responsible person for a real estate investment trust —
acquires or disposes of interests in units in, or debentures or units of debentures of, the real estate investment trust;
(aa)acquires or disposes of interests in such securities, securities‑based derivatives contracts or units in a collective investment scheme of the real estate investment trust as may be prescribed by regulations made under section 341; or
has been notified in writing by —
a substantial unitholder of the real estate investment trust pursuant to a requirement imposed on the substantial unitholder under section 135, 136 or 137 as applied by section 137U(1);
a director or chief executive officer of the responsible person pursuant to a requirement imposed on him or her under section 137Y; or
a person who holds an interest or interests in voting shares in the responsible person pursuant to a requirement imposed on the person under section 137ZA,the responsible person 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 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 responsible person became aware of the acquisition or disposal, or received the notice.
(2)
The responsible person must announce or otherwise disseminate the information in such form and manner as the Authority may prescribe.
(3)
Any responsible person for a real estate investment trust that —
intentionally or recklessly contravenes subsection (1) or (2); or
in purported compliance with this section, announces or disseminates any information which the responsible person 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 responsible person for a real estate investment 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 responsible person under subsection (3) or (4), any officer of the responsible person who —
causes the responsible person 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 responsible person, 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.