Clause 55

Where an offer of debentures is made in or accompanied by a prospectus, the borrowing entity shall appoint a trustee for the holders of debentures (referred to in this section as the appointed trustee) for the entire tenure of the debentures.(2) The borrowing entity shall ensure that —

where the debentures are asset-backed securities or structured notes, the appointed trustee is any of the following persons:

a holder of a trust business licence under the Trust Companies Act (Cap. 336) that is carrying on business in Singapore in that capacity;

a bank licensed under the Banking Act (Cap. 19) that is carrying on business in Singapore in that capacity;

an approved trustee referred to in section 289 that is carrying on business in Singapore in that capacity;

such other person as may be prescribed by the Authority by regulations made under section 341;

where the debentures are not asset-backed securities or structured notes, the appointed trustee is any of the following persons:

a holder of a trust business licence under the Trust Companies Act that is carrying on business in Singapore in that capacity;

a bank licensed under the Banking Act that is carrying on business in Singapore in that capacity;

an approved trustee referred to in section 289 that is carrying on business in Singapore in that capacity;

any other person whom the borrowing entity is satisfied, on reasonable grounds, is, and will be, able to take timely and appropriate action on behalf of the holders of debentures, in the event of a default or as required by the trust deed;

such other person as may be prescribed by the Authority by regulations made under section 341;

the appointed trustee is independent of the borrowing entity, guarantor entity, arranger and counterparty of the debentures; and

the appointed trustee meets such requirements as may be prescribed by the Authority by regulations made under section 341.(3) For the purposes of subsection (2)(b)(iv), the borrowing entity shall, before being satisfied that a person is, and will be, able to take timely and appropriate action on behalf of the holders of debentures, in the event of a default or as required by the trust deed, consider the following matters:

whether the person is licensed or regulated in the jurisdiction —

in which the person was incorporated or formed; or

of the person’s principal place of business;

the contractual arrangements between the borrowing entity and the person;

whether, if the person is the appointed trustee, the duties which will be imposed on the person by way of the trust deed, or under the laws and practices of the jurisdiction referred to in paragraph (a), are at least equivalent to those imposed under section 266(1); and

such other matters as may be prescribed by the Authority by regulations made under section 341.(4) Any person who contravenes subsection (1), (2) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.(5) In this section —“asset-backed securities” has the same meaning as in section 262(3);“structured notes” has the same meaning as in section 240AA(5).”.