Singapore legislation
Section 13
Section 13
Disclosure of directors’ interests
(1)
The trustee‑manager of a registered business trust must keep a register showing with respect to each director of the trustee‑manager particulars of —
units or derivatives of units in the registered business trust, being units or derivatives in which the director has an interest and the nature and extent of that interest; and
debentures of the registered business trust in which the director has an interest and the nature and extent of that interest.
(2)
The trustee‑manager of a registered business trust must, within 3 days after receiving any notice from its director under subsection (8) or section 137N(1) of the Securities and Futures Act 2001, enter in its register in relation to the director the particulars in subsection (1), including —
the number and description of units or derivatives of units in a registered business trust and debentures of a registered business trust, in which the director has an interest;
in respect of units or derivatives of units in a registered business trust or debentures of a registered business trust, acquired after he or she became a director —
the price or other consideration for the transaction (if any) by reason of which an entry is required to be made under this subsection; and
the date of the agreement for the transaction and the date of completion of the transaction; or where there was no transaction, the date of the occurrence of the event by reason of which an entry is required to be made under this subsection; and
particulars of any change in respect of the particulars referred to in paragraphs (a) and (b), including the consideration (if any) received as a result of the event giving rise to the change.
(3)
The trustee‑manager of a registered business trust must make the register available for public inspection at the registered office of the trustee‑manager without charge.
(4)
A person may request the trustee‑manager of a registered business trust to provide the person with a copy of its register or any part of the register on payment in advance of a sum of $1 or any lesser sum that the trustee‑manager requires for every page or part of a page required to be copied, and the trustee‑manager must send the copy to that person within 21 days after the day on which the trustee‑manager receives the request.
(5)
The trustee‑manager of a registered business trust must, at the direction of the Authority, send to the Authority within such time as may be specified by the Authority a copy of its register or any part of the register.
(6)
The trustee‑manager of a registered business trust must produce its register at the commencement of each annual general meeting of the unitholders of the registered business trust and keep it open and accessible during the meeting to all persons attending the meeting.
(7)
It is a defence to a prosecution for failing to comply with subsection (1) or (2) in respect of particulars relating to a director of the trustee‑manager of a registered business trust if the defendant proves that the failure was due to the failure of the director to comply with subsection (8) or (as the case may be) section 137N(1) of the Securities and Futures Act 2001 with respect to those particulars.
(8)
In accordance with subsection (9), a director of the trustee‑manager of a registered business trust must give written notice to the trustee‑manager of —
particulars relating to his or her units or derivatives of units in the registered business trust, or debentures of the registered business trust; and
particulars of any change in respect of the particulars mentioned in paragraph (a),as are necessary for the purposes of compliance by the trustee‑manager with subsections (1) and (2).
(9)
A notice under subsection (8) must be given —
in the case of a notice under paragraph (a) of that subsection, within 2 business days after —
the date on which the director became a director of the trustee‑manager of a registered business trust; or
the date on which the director became a unitholder of the registered business trust or acquired an interest in the units or derivatives of units in the registered business trust or debentures of the registered business trust,whichever last occurs; and
in the case of a notice under paragraph (b) of that subsection, within 2 business days after the occurrence of the event giving rise to the change mentioned in that paragraph.
(10)
The trustee‑manager of a registered business trust must, within 7 days after it receives a notice given under subsection (8), send a copy of the notice to each of the other directors of the trustee‑manager.
(11)
It is a defence to a prosecution for failing to comply with subsection (8)(a) or (b) or with subsection (9) if the defendant proves that his or her failure was due to his or her not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —
he or she was not so aware on the date of the information or summons; or
he or she became so aware less than 2 days before the date of the summons.
(12)
For the purposes of subsection (11), a person is conclusively presumed to have been aware at a particular time of a fact or occurrence —
of which he or she would, if he or she had acted with reasonable diligence in the conduct of his or her affairs, have been aware at that time; or
of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her employer’s or principal’s interest in units or derivatives of units in the registered business trust or debentures of the registered business trust, was aware or would, if the employee or agent had acted with reasonable diligence in the conduct of the employer’s or principal’s affairs, have been aware at that time.
(13)
Where a person is required under subsection (8) to give notice to the trustee‑manager of a registered business trust that is listed on an approved exchange, he or she must also notify the approved exchange of that matter within the same period, and the approved exchange may publish, in such manner as it may determine, any information received by it under this subsection.
(14)
For the purposes of this section, a director of the trustee‑manager of a registered business trust is deemed to have an interest in units or derivatives of units in the registered business trust or debentures of the registered business trust (as the case may be) if that director is deemed to have an interest in the units, derivatives of units or debentures (as the case may be) under section 4 of the Securities and Futures Act 2001.
(15)
For the purposes of this section, an interest of a family member of a director of the trustee‑manager of a registered business trust is treated as an interest of that director and the words “member of a director’s family” includes the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.
(16)
Any director of the trustee‑manager of a registered business trust who contravenes subsection (8) or (13) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.
(17)
Any trustee‑manager of a registered business trust which contravenes subsection (1), (2), (3), (4), (5), (6) or (10) 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.
(18)
Subsections (8) to (15) do not apply in respect of a registered business trust —
all or any of the units of which are listed for quotation on the official list of an approved exchange; and
to which Subdivision (2) of Division 2 of Part 7 of the Securities and Futures Act 2001 applies.