Clause 17

This section and sections 17B and 17C shall apply to and in relation to all natural persons 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) No person shall, after the commencement of the Insurance (Amendment) Act 1985, enter into an agreement to acquire shares of a registered insurer that is incorporated in Singapore by virtue of which he would, if the agreement is carried out, obtain effective control of that insurer without first notifying the Authority of his intention to enter into the agreement and obtaining the approval of the Authority to his entering into the agreement.(3) For the purposes of this section —

a person shall be regarded as entering into an agreement by virtue of which he would obtain effective control of a registered insurer if the person alone or acting together with any associate or associates would be in a position to control not less than 20% of the voting power of the insurer or would hold interests in not less than 20% of the issued shares of the insurer;

a reference to an agreement by which a person would obtain effective control of a registered insurer that is incorporated in Singapore includes a reference to an agreement by which the person would acquire any interest in shares in the insurer where, upon the acquisition of those interests and of any other interests in other shares of the insurer that he has offered to acquire, he would have effective control of the insurer;

a reference to a person offering to acquire interest in shares includes —

a reference to a person making or publishing a statement, however expressed, that expressly or impliedly invites a holder of interests in shares to offer to dispose of interests in shares; and

a reference to a person taking part in or proposing to take part in negotiations with a view to the acquisition of shares;

a person holds an interest in a share if he has any legal or equitable interest in that share and without limiting the generality of the foregoing an interest in shares shall have the meaning assigned to that expression in section 7(6) to (10) of the Companies Act (Cap. 185);

a reference to the voting power in a registered insurer is a reference to the total number of votes that might be cast in the general meeting of the insurer; and

the following persons are associates of a person:

the person’s spouse or parent or remoter lineal ancestor, son, daughter or remoter issue, brother or sister of the person;

any partner of the person;

any corporation of which the person is an officer;

where the person is a corporation, any officer of the corporation;

any employee or employer of the person;

any officer of any corporation of which the person is an officer;

any employee of a natural person of whom the person is an employee;

any corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person or, where the person is a corporation, of the directors of the person;

any corporation in accordance with the directions, instructions or wishes of which, or of the directors of which, the person is accustomed or under an obligation, whether formal or informal, to act;

any corporation in which the person is in a position to control not less than 20% of the voting power in the corporation; and

where the person is a corporation, a person who is in a position to control not less than 20% of the voting power in the corporation.(4) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 3 years or to both.Arrangements affecting control of an insurer incorporated in Singapore17B.—

No person shall, after the commencement of the Insurance (Amendment) Act 1985, enter into any arrangement in relation to any registered insurer that is incorporated in Singapore by virtue of which he would, if the arrangement is carried out, obtain control of the insurer without first notifying the Authority of his intention to enter into the arrangement and obtaining the approval of the Authority to his entering into the arrangement.(2) For the purposes of this section —

a person shall be regarded as entering into an arrangement by virtue of which he would obtain control of a registered insurer if he alone or acting together with an associate or associates would be in a position to determine the policy of the insurer;

the reference to entering into any arrangement is a reference to any formal or informal scheme, arrangement or understanding, whether expressly or by implication and without limiting the generality of the foregoing includes a reference —

creating a trust whether express or implied; and

entering into a transaction or agreement,and references to an arrangement shall be construed accordingly; and

the reference to associates of a person has the same reference as under section 17A.(3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 3 years or to both.Control of substantial shareholdings of insurers incorporated in Singapore17C.—

No person shall, after the commencement of the Insurance (Amendment) Act 1985, enter into any agreement to acquire shares by virtue of which he would, if the agreement is carried out, acquire a substantial shareholding in a registered insurer that is incorporated in Singapore without first notifying the Authority of his intention to enter into the agreement and obtaining the approval of the Authority to his entering into the agreement.(2) For the purposes of this section —

a reference to an agreement by which a person would acquire a substantial shareholding in a registered insurer includes a reference to an agreement by virtue of which the person would acquire any interests in shares in the insurer where, upon the acquisition by him of those interests or of those interests and of any interests in other shares in the insurer, being interests that he has offered to acquire, he would acquire a substantial shareholding in the insurer;

a reference to a person offering to acquire interests in shares and to a person having an interest in shares shall be construed in the same way as under section 17A; and

a substantial shareholding has the same meaning as in section 81 of the Companies Act (Cap. 185).(3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding one year or to both.Power of the Authority to require an insurer incorporated in Singapore to obtain information as to beneficial interests in shares of the insurer17D.—

The Authority may by notice in writing direct a registered insurer that is incorporated in Singapore to obtain from any shareholder of the insurer and to transmit to the Authority information —

as to whether that shareholder holds any voting shares in the insurer as beneficial owner or as trustee; and

if he holds them as trustee, to indicate as far as it can the person for whom he holds them (either by name or by other particulars sufficient to enable those persons to be identified) and the nature of their interests,and the insurer shall comply with that direction within such time as is specified in the notice.(2) For the purposes of this section, “voting shares” has the same meaning as in the Companies Act (Cap. 185).Approval of directors and principal officers of insurers17E.—

No registered insurer —

shall appoint a person as principal officer of the insurer in Singapore; or

incorporated or established in Singapore shall appoint a person as director of the insurer,unless the insurer satisfies the Authority that that person is a fit and proper person to be so appointed and has obtained the approval of the Authority.(2) Any person aggrieved by any decision of the Authority under subsection (1) may appeal to the High Court.(3) In this section —“director” has the same meaning as in the Companies Act (Cap. 185);“principal officer”, in relation to a registered insurer, means any person by whatever name called employed by the insurer to be directly responsible for the conduct of any class of insurance business of the insurer in Singapore.”.