Singapore legislation
Section 55Y
Section 55Y
Duty to inform Authority if shareholder, etc., is not fit and proper person
(1)
A merchant bank in Singapore must immediately inform the Authority after the merchant bank becomes aware that —
a person approved under section 55X(3), a substantial shareholder or an indirect controller (called in this section a specified person) is, in accordance with the Guidelines on Fit and Proper Criteria, not or no longer a fit and proper person; or
the merchant bank is not likely to be able to conduct its business prudently or to comply with the provisions of this Act or any other written law applicable to it in the conduct of its business, having regard to the likely influence over the merchant bank of the specified person.
(2)
If the Authority is satisfied that a specified person is, in accordance with the Guidelines on Fit and Proper Criteria, not or no longer a fit and proper person, the Authority may, by written notice —
direct the transfer or disposal of all or any of the shares in the merchant bank held by the specified person or any of the specified person’s associates (called in this section specified shares) within the time or in accordance with the conditions imposed by the Authority;
restrict the transfer or disposal of the specified shares; or
make any other direction that the Authority considers appropriate.
(3)
If a direction has been made under subsection (2)(a) or (b), then, until a transfer or disposal is effected in accordance with the direction or until the restriction on the transfer or disposal is revoked (as the case may be) —
no voting rights may be exercised in respect of the specified shares unless the Authority expressly permits those rights to be exercised;
no shares of the merchant bank may be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified shares unless the Authority expressly permits the issue or offer; and
except in a liquidation of the merchant bank, no payment may be made by the merchant bank of any amount (whether by way of dividends or otherwise) in respect of the specified shares unless the Authority expressly authorises the payment.
(4)
Subsection (3) applies despite any provision of the Companies Act 1967 or anything contained in the memorandum or articles of association of the merchant bank.
(5)
A person who fails to comply with this section commits an offence and shall be liable on conviction —
in the case of an individual, to a fine not exceeding $125,000 and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or
in any other case, 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.
(6)
In this section —
Definition
“associate”, in relation to a specified person, has the meaning given by section 15B(4)(c);
Definition
“indirect controller” has the meaning given by section 55W(3).