Clause 6

This section shall have effect for the purposes of this Division but shall not prejudice the operation of any other provision of this Act.(2) A reference to a company is a reference —

to a company all or any of the shares in which are listed for quotation on the official list of the Stock Exchange of Malaysia and Singapore;

to a body corporate, being a body incorporated in Singapore, that is for the time being declared by the Minister, by notification in the Gazette, to be a company for the purposes of this Division; or

to a body, not being a body corporate formed in Singapore, that is for the time being declared by the Minister, by notification in the Gazette, to be a company for the purposes of this Division.(3) In relation to a company the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock shall be deemed to be an interest in an issued share in the company having the same nominal amount as the amount of that stock and having attached to it the same rights as are attached to that stock.(4) A reference in the definition of “voting share” in subsection (1) of section 4 of this Act to a body corporate includes a reference to a body referred to in paragraph (c) of subsection (2) of this section.Persons obliged to comply with Division69B.—

The obligation to comply with this Division extends to all natural persons, whether resident in Singapore or not and whether Singapore citizens or not, and to all bodies corporate, whether incorporated or carrying on business in Singapore or not.(2) This Division extends to acts done or omitted to be done outside Singapore.Substantial shareholdings and substantial shareholders69C.—

For the purposes of this Division, a person has a substantial shareholding in a company if he has an interest or interests in one or more voting shares in the company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is not less than one-tenth of the nominal amount of all the voting shares in the company.(2) For the purposes of this Division, a person has a substantial shareholding in a company, being a company the share capital of which is divided into two or more classes of shares, if he has an interest or interests in one or more voting shares included in one of those classes and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is not less than one-tenth of the nominal amount of all the voting shares included in that class.(3) For the purposes of this Division, a person who has a substantial shareholding in a company is a substantial shareholder in that company.Substantial shareholder to notify company of his interests69D.—

A person who is a substantial shareholder in a company shall give notice in writing to the company stating his name and address and full particulars (including the name of the person who is registered as the holder) of the voting shares in the company in which he has an interest or interests and full particulars of each such interest and of the circumstances by reason of which he has that interest.(2) The notice shall be given —

if the person was a substantial shareholder on the date on which this Division came into operation — within one month after that date; or

if the person became a substantial shareholder after that date — within fourteen days after becoming a substantial shareholder.(3) The notice shall be so given notwithstanding that the person has ceased to be a substantial shareholder before the expiration of whichever period referred to in subsection (2) of this section is applicable.Substantial shareholder to notify company of change in his interests69E.—

Where there is a change in the interest or interests of a substantial shareholder in a company in voting shares in the company, he shall give notice in writing to the company stating his name and full particulars of the change, including the date of the change and the circumstances by reason of which that change has occurred.(2) The notice shall be given within fourteen days after the date of the change.Person who ceases to be substantial shareholder to notify company69F.—

A person who ceases to be a substantial shareholder in a company shall give notice in writing to the company stating his name and the date on which he ceased to be a substantial shareholder and full particulars of the circumstances by reason of which he ceased to be a substantial shareholder.(2) The notice shall be given within fourteen days after the person ceased to be a substantial shareholder.References to operation of section 6A69G. The circumstances required to be stated in the notice under section 69D, 69E or 69F of this Act include circumstances by reason of which, having regard to the provisions of section 6A of this Act —

a person has an interest in voting shares;

a change has occurred in an interest in voting shares; or

a person has ceased to be a substantial shareholder in a company,respectively.Persons holding shares as trustees69H.—

A person who holds voting shares in a company, being voting shares in which a non-resident has an interest, shall give to the non-resident a notice in the prescribed form as to the requirements of this Division.(2) The notice shall be given —

if the first-mentioned person holds the shares on the date on which this Division came into operation — within fourteen days after that date; or

if the first-mentioned person did not hold the shares on that date — within fourteen days after becoming the holder of the shares.(3) In this section, “non-resident” means a person who is not resident in Singapore or a body corporate that is not incorporated in Singapore.Registrar may extend time for giving notice under this Division69I. The Registrar may, on the application of a person who is required to give a notice under this Division, in his discretion, extend, or further extend, the time for giving the notice.Company to keep register of substantial shareholders69J.—

A company shall keep a register in which it shall forthwith enter —

in alphabetical order the names of persons from whom it has received a notice under section 69D of this Act; and

against each name so entered, the information given in the notice and, where it receives a notice under section 69E or 69F of this Act, the information given in that notice.(2) The register shall be kept at the registered office of the company, or, if the company does not have a registered office, at the principal place of business of the company in Singapore and shall be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of two dollars or such lesser sum as the company requires.(3) A person may request the company to furnish him with a copy of the register or any part of the register on payment in advance of a sum of one dollar or such lesser sum as the company requires for every one hundred words or fractional part thereof required to be copied and the company shall send the copy to that person, within fourteen days or such longer period as the Registrar thinks fit, after the day on which the request is received by the company.(4) The Registrar may at any time in writing require the company to furnish him with a copy of the register or any part of the register and the company shall furnish the copy within fourteen days after the day on which the requirement is received by the company.(5) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence under this Act and shall be liable on conviction to a fine not exceeding three thousand dollars and in the case of a continuing offence to a further fine of five hundred dollars for every day during which the offence continues after conviction.(6) A company is not, by reason of anything done under this Division —

to be taken for any purpose to have notice of; or

to be put upon inquiry as to,a right of a person to or in relation to a share in the company.Offences against certain sections69K. A person who fails to comply with section 69D, 69E, 69F or 69H of this Act shall be guilty of an offence under this Act and shall be liable on conviction to a fine not exceeding three thousand dollars and in the case of a continuing offence to a further fine of five hundred dollars for every day during which the offence continues after conviction.Defence to prosecutions69L.—

It is a defence to a prosecution for failing to comply with section 69D, 69E, 69F or 69H of this Act if the defendant proves that his failure was due to his not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —

he was not so aware on the date of the summons;

he became so aware less than fourteen days before the date of the summons; or

he became so aware not less than fourteen days before the date of the summons and gave the notice under the relevant section within fourteen days after becoming so aware.(2) For the purposes of subsection (1) of this section, a person shall conclusively be presumed to have been aware of a fact or occurrence at a particular time —

of which he would, if he had acted with reasonable diligence in the conduct of his affairs, have been aware at that time; or

of which a servant or agent of the person, being a servant or agent having duties or acting in relation to his master’s or principal’s interest or interests in a share or shares in the company concerned, was aware or would, if he had acted with reasonable diligence in the conduct of his master’s or principal’s affairs, have been aware at that time.Powers of court with respect to defaulting substantial shareholders69M.—

Where a person (in this section referred to as “the substantial shareholder”) is, or at any time after the date on which this Division came into operation has been, a substantial shareholder in a company and has failed to comply with section 69D, 69E or 69F of this Act, the Court may, on the application of the Minister, whether or not that failure still continues, make one or more of the following orders: —

an order restraining the substantial shareholder from disposing of any interest in shares in the company in which he is or has been a substantial shareholder;

an order restraining a person who is, or is entitled to be registered as, the holder of shares referred to in paragraph (a) of this subsection from disposing of any interest in those shares;

an order restraining the exercise of any voting or other rights attached to any share in the company in which the substantial shareholder has or has had an interest;

an order directing the company not to make payment, or to defer making payment, of any sum due from the company in respect of any share in which the substantial shareholder has or has had an interest;

an order directing the sale of all or any of the shares in the company in which the substantial shareholder has or has had an interest;

an order directing the company not to register the transfer or transmission of specified shares;

an order that any exercise of the voting or other rights attached to specified shares in the company in which the substantial shareholder has or has had an interest be disregarded;

for the purposes of securing compliance with any other order made under this section, an order directing the company or any other person to do or refrain from doing a specified act.(2) Any order made under this section may include such ancillary or consequential provisions as the Court thinks just.(3) An order made under this section directing the sale of a share may provide that the sale shall be made within such time and subject to such conditions, if any, as the Court thinks fit, including, if the Court thinks fit, a condition that the sale shall not be made to a person who is, or, as a result of the sale, would become a substantial shareholder in the company.(4) The Court may direct that, where a share is not sold in accordance with an order of the Court under this section, the share shall vest in the Registrar.(5) The Court shall, before making an order under this section and in determining the terms of such an order, satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person.(6) The Court shall not make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied —

that the failure of the substantial shareholder to comply as mentioned in subsection (1) of this section was due to his inadvertence or mistake or to his not being aware of a relevant fact or occurrence; and

that in all the circumstances, the failure ought to be excused.(7) The Court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both.(8) The Court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order.(9) Section 311 of this Act applies in relation to a share that vests in the Registrar under this section as the first-mentioned section applies in relation to an estate or interest in property vested in the Official Receiver under the first-mentioned section.(10) Any person who contravenes or fails to comply with an order made under this section that is applicable to him shall be guilty of an offence under this Act and shall be liable on conviction to a fine not exceeding three thousand dollars and in the case of a continuing offence to a further fine of five hundred dollars for every day during which the offence continues after conviction.(11) Subsection (10) of this section does not affect the powers of the Court in relation to the punishment of contempt of the Court.”.