Singapore legislation
Clause 23
Clause 23
Control of substantial shareholding in operator
(1)
No person shall enter into any agreement to acquire shares in an operator of a designated payment system by virtue of which he would, if the agreement had been carried out, become a substantial shareholder of the operator without first obtaining the approval of the Authority to enter into the agreement.
(2)
No person shall become —
a 12% controller; or
a 20% controller,of an operator of a designated payment system without first obtaining the approval of the Authority.
(3)
In subsection (2) —
Definition
“12% controller” means a person who, alone or together with his associates —
holds 12% or more but less than 20% of the number of shares in the operator of the designated payment system; or (b)is in a position to control 12% or more but less than 20% of the votes in the operator of the designated payment system;
Definition
“20% controller” means a person who, alone or together with his associates —
holds 20% or more of the number of shares in the operator of the designated payment system; or (b)is in a position to control 20% or more of the votes in the operator of the designated payment system.
(4)
In this section —
a person holds a share if —
he is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act (Cap. 50); or
he otherwise has a legal or an equitable interest in that share, except such interest as is to be disregarded under section 7(6) to (10) of the Companies Act;
a reference to the control of a percentage of the votes in an operator of a designated payment system 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 operator of the designated payment system; and (c)a person, A, is an associate of another person, B, if —
A is the spouse, a parent, remoter lineal ancestor or step-parent, a son, daughter, remoter issue, step-son or step-daughter or a brother or sister of B;
A is a corporation 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, or where B is a corporation, of the directors of B;
B is a corporation 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 A, or where A is a corporation, of the directors of A;
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;
B 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 A;
A is a related corporation of B;
A is a corporation in which B, alone or together with other associates of B as described in sub-paragraphs (ii) to (vi), is in a position to control not less than 20% of the votes in A;
B is a corporation in which A, alone or together with other associates of A as described in sub-paragraphs (ii) to (vi), is in a position to control not less than 20% of the votes in B; or
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 votes in relation to, the operator of the designated payment system.