Singapore legislation
Section 46AAJ
Section 46AAJ
Approval of transfer
(1)
A transferor must apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to the transferee under this Division.
(2)
Before making an application under subsection (1) —
the transferor must lodge with the Authority a report setting out such details of the transfer and provide such supporting documents as the Authority may specify;
the transferor must obtain the consent of the Authority under section 46AAI(1)(a);
the transferor and the transferee must, if they intend to serve on their respective participants a summary of the transfer, obtain the Authority’s approval of the summary;
the transferor must, at least 15 days before the application is made but not earlier than one month after the report mentioned in paragraph (a) is lodged with the Authority, publish in the Gazette and in such newspaper or newspapers as the Authority may determine a notice of the transferor’s intention to make the application and containing such other particulars as may be prescribed by regulations made under section 44;
the transferor and the transferee must keep at their respective offices in Singapore, for inspection by any person who may be affected by the transfer, a copy of the report mentioned in paragraph (a) for a period of 15 days after the notice referred to in paragraph (d) is published in the Gazette; and
unless the Court directs otherwise, the transferor and the transferee must serve on their respective participants who are affected by the transfer, at least 15 days before the application is made, a copy of the report mentioned in paragraph (a) or a summary of the transfer approved by the Authority under paragraph (c).
(3)
The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer —
have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and
may make any application to the Court in relation to the transfer.
(4)
The Court must not approve the transfer if the Authority has not consented under section 46AAI(1)(a) to the transfer.
(5)
The Court may, after considering the views (if any) of the Authority on the transfer —
approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or
refuse to approve the transfer.
(6)
If the transferee is not approved as an approved exchange or recognised as a recognised market operator by the Authority, the Court may approve the transfer on terms that the transfer takes effect only in the event of the transferee being approved as an approved exchange or recognised as a recognised market operator by the Authority.
(7)
The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters:
the transfer to the transferee of the whole or any part of the business of the transferor;
the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person;
the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor;
the dissolution, without winding up, of the transferor;
the provisions to be made for persons who are affected by the transfer;
such incidental, consequential and supplementary matters as are, in the opinion of the Court, necessary to secure that the transfer is fully effective.
(8)
Any order under subsection (7) may —
provide for the transfer of any business, whether or not the transferor otherwise has the capacity to effect the transfer in question;
make provision in relation to any property which is held by the transferor as trustee; and
make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which any such right or liability may arise.
(9)
Subject to subsection (10), where an order made under subsection (7) provides for the transfer to the transferee of the whole or any part of the transferor’s business, then by virtue of the order the business (or part of the business) of the transferor specified in the order is transferred to and vests in the transferee, free in the case of any particular property (if the order so directs) from any charge which by virtue of the transfer is to cease to have effect.
(10)
No order under subsection (7) has any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority.
(11)
If any business specified in an order under subsection (7) is governed by the law of any foreign country or territory, the Court may order the transferor to take all necessary steps for securing that the transfer of the business to the transferee is fully effective under the law of that country or territory.
(12)
Where an order is made under this section, the transferor and the transferee must each lodge within 7 days after the order is made —
a copy of the order with the Registrar of Companies and with the Authority; and
where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land.
(13)
A transferor or transferee which contravenes subsection (12), and every officer of the transferor or transferee (as the case may be) who fails to take all reasonable steps to secure compliance by the transferor or transferee (as the case may be) with that subsection, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part of a day during which the offence continues after conviction.