Singapore legislation
Section 97A
Section 97A
Control of take‑over of holder of capital markets services licence
(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 the holder of a capital markets services licence that is a company by virtue of which the person would, if the arrangement is carried out, obtain effective control of the holder, 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 holder of the capital markets services licence;
having regard to the applicant’s likely influence, the holder of a capital markets services licence is likely to continue to conduct its business prudently and comply with the provisions of this Act and directions made thereunder; and
the applicant satisfies such other criteria as may be prescribed or as may be specified in written directions by the Authority.
(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 holder of a capital markets services licence; or
restricting the applicant’s exercise of voting power in the holder of a capital markets services licence,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 holder of a capital markets services licence.
(6)
For the purposes of this section and section 97B —
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 holder of a capital markets services licence 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 holder; or
control, directly or indirectly, 20% or more of the voting power in the holder; and
a reference to the voting power in the holder of a capital markets services licence is a reference to the total number of votes that may be cast in a general meeting of the holder.
(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.