Singapore legislation
Clause 57
Clause 57
Control of equity interest or voting control in airport licensee
(1)
No person shall, whether through a series of transactions over a period of time or otherwise, become a 5% controller or an indirect controller of an airport licensee or a designated business trust without obtaining the prior written approval of the Authority.
(2)
The Authority may approve an application under subsection (1) if the Authority is satisfied that —
the person who is to be the 5% controller or an indirect controller of the airport licensee, as the case may be, is a fit and proper person;
having regard to the person’s likely influence —
the airport licensee will continue to conduct its business prudently and comply with the provisions of this Act; or
the trustee-manager of the business trust will continue to conduct the business of the business trust prudently and comply with the provisions of this Act; and
it is in the public interest to do so.
(3)
Any approval by the Authority under this section may be granted subject to the prescribed conditions and such additional conditions as the Authority considers appropriate to impose in any particular case.
(4)
Any condition subject to which the Authority’s approval under this section is granted shall have effect notwithstanding the provisions of any other written law or anything contained in the memorandum or articles of association, trust deed or other constitution of the airport licensee or the business trust.
(5)
An airport licensee or the trustee-manager of a designated business trust, as the case may be, shall within the prescribed time give notice in writing to the Authority if any person acquires equity interest in the airport licensee or designated business trust, whether through a series of transactions over a period of time or otherwise, that would result in the person becoming a 5% controller or an indirect controller of the airport licensee.
(6)
Any person who contravenes subsection (1) or (5) shall be guilty of an offence and shall be liable on conviction —
in the case of an individual, to a fine not exceeding $500,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $50,000 for every day or part thereof during which the offence continues after conviction; or
in any other case, to a fine not exceeding $1 million and, in the case of a continuing offence, to a further fine not exceeding $100,000 for every day or part thereof during which the offence continues after conviction.
(7)
Where a person is charged with an offence in respect of a contravention of subsection (1), it shall be a defence for the person to prove that —
he was not aware that he had contravened subsection (1); or
he has, within a period of 14 days after becoming aware that he had contravened subsection (1), notified the Authority of the contravention and, within such time as may be determined by the Authority, taken such actions in relation to his holding of equity interests or control of voting power in the airport licensee or the business trust as the Authority may direct.
(8)
Where a person is charged with an offence in respect of a contravention of subsection (1), it shall also be a defence for the person to prove that, even though he was aware of the contravention —
the contravention occurred as a result of an increase in the holding of equity interest, or in the voting power controlled, by any of his associates in the airport licensee or designated business trust, as the case may be;
he has no agreement or arrangement, whether oral or in writing and whether express or implied, with that associate with respect to the acquisition, holding or disposal of equity interests or other interests in, or under which they act together in exercising their voting power in relation to, the airport licensee or the business trust; and
he has, within a period of 14 days after the date of the contravention, notified the Authority of the contravention and, within such time as may be determined by the Authority, taken such actions in relation to his holding of equity interests or control of voting power in the airport licensee or the business trust as the Authority may direct.
(9)
Where a person is charged with an offence in respect of a contravention of subsection (5), it shall be a defence for the person to prove that —
he was not aware that he had contravened subsection (5); and
he has, within a period of 5 days after becoming aware that he had contravened subsection (5), notified the Authority of the contravention.
(10)
Except as provided in subsections (7) and (8), it shall not be a defence for a person charged with an offence in respect of a contravention of subsection (1) or (5) to prove that he did not intend to or did not knowingly contravene subsection (1) or (5).