Singapore legislation

Section 16

of Trust Companies Act 2005

Section 16

Control of shareholdings and voting power in licensed trust company

Amended by35/201435/2014

(1)

A person must not become —

(a)

a 20% controller;

(b)

a 50% controller; or

(c)

an indirect controller,of a licensed trust company incorporated in Singapore without obtaining the prior approval of the Authority in accordance with section 17.

(2)

Where any person becomes a controller of a licensed trust company that is incorporated outside Singapore, the licensed trust company must notify the Authority in writing as soon as practicable after the acquisition of the control.

(3)

In this section —

Definition

“20% controller” means a person who, alone or together with the person’s associates —

(a)

holds 20% or more but less than 50% of the total number of issued shares in the licensed trust company; or

(b)

is in a position to control voting power of 20% or more but less than 50% in the licensed trust company;

Definition

“50% controller” means a person who, alone or together with the person’s associates —

(a)

holds 50% or more of the total number of issued shares in the licensed trust company; or

(b)

is in a position to control voting power of 50% or more in the licensed trust company;

Definition

“indirect controller” means any person, whether acting alone or together with any other person and whether with or without holding shares or controlling voting power in a licensed trust company —

(a)

in accordance with whose directions, instructions or wishes the directors of the licensed trust company are accustomed or under an obligation, whether formal or informal, to act; or

(b)

who is in a position to determine the policy of the licensed trust company,but does not include any person —

(c)

who is a director or other officer of the licensed trust company whose appointment has been approved by the Authority; or

(d)

in accordance with whose directions, instructions or wishes the directors of the licensed trust company are accustomed to act by reason only that they act on advice given by the person in the person’s professional capacity.

(4)

For the purposes of subsection (3) —

(a)

a person holds a share if —

(i)

the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act 1967; or

(ii)

the person otherwise has a legal or an equitable interest in that share except for such interest as is to be disregarded under section 7(6) to (10) of the Companies Act 1967;

(b)

a reference to the control of a percentage of the voting power in a licensed trust company is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the licensed trust company; and

(c)

a person, A, is an associate of another person, B, if —

(i)

A is the spouse or a parent, remoter lineal ancestor or step‑parent or a son, daughter, remoter issue, stepson or stepdaughter or a brother or sister, of B;

(ii)

A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of B;

(iii)

A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;

(iv)

A is a subsidiary of B;

(v)

A is a body corporate in which B, alone or together with other associates of B as described in sub‑paragraphs (ii), (iii) and (iv), is in a position to control at least 20% of the voting power in A; or (vi)A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their voting power in relation to, the licensed trust company.

Amended by35/2014

(5)

In subsection (4)(c), “subsidiary” has the meaning given by section 5 of the Companies Act 1967.

Amended by35/2014