Clause 80

This section applies to all individuals 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) A person must not obtain effective control of an approved trustee that is a company, unless the person has obtained the prior approval of the Authority.(3) An application for the Authority’s approval under subsection (2) must be made in writing, and the Authority may approve the application if the Authority is satisfied that —

the applicant is a fit and proper person to have effective control of the approved trustee;

having regard to the applicant’s likely influence, the approved trustee is likely to continue to conduct its business prudently and comply with the provisions of this Act and directions made thereunder; and

the applicant satisfies such other criteria as may be prescribed.(4) Any approval under subsection (3) may be granted to the applicant subject to such conditions as the Authority may determine, including any condition —

restricting the applicant’s disposal or further acquisition of shares or voting power in an approved trustee; or

restricting the applicant’s exercise of voting power in the approved trustee,and the applicant must comply with such conditions.(5) The Authority may at any time add to or vary any condition imposed under subsection (4) and the applicant must comply with the condition so added to or varied.(6) The Authority may at any time revoke any condition imposed under subsection (4) (including a condition that has been added to or varied under subsection (5)).(7) Any condition imposed under subsection (4) (including a condition that has been added to or varied under subsection (5)) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the approved trustee.(8) For the purposes of this section and section 292AB —

a person has effective control of the approved trustee —

if the person, alone or acting together with any connected person, holds, directly or indirectly, 20% or more of the issued share capital of the approved trustee;

if the person, alone or acting together with any connected person, controls, directly or indirectly, 20% or more of the voting power in the approved trustee; (iii)if the approved trustee or its directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person (whether conveyed by the person alone or together with any other person, and whether with or without holding shares or controlling voting power in the approved trustee); or

if the person (whether alone or acting together with any other person, and whether with or without holding shares or controlling voting power in the approved trustee) is able to determine the policy of the approved trustee; and

a reference to the voting power of an approved trustee is a reference to the total number of votes that may be cast in a general meeting of the approved trustee.(9) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both.(10) Any person who fails to comply with a condition imposed under subsection (4) (including a condition added to or varied under subsection (5)) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.Objection to control of approved trustee292AB.—

The Authority may serve a written notice of objection on —

any person required to obtain the Authority’s approval or who has obtained the approval under section 292AA; or

any person who has effective control of an approved trustee,if the Authority is satisfied that —

any condition of approval imposed on the person under section 292AA(4) (including a condition that has been added to or varied under section 292AA(5)) has not been complied with;

the person is not or ceases to be a fit and proper person to have effective control of the approved trustee;

having regard to the likely influence of the person, the approved trustee is not able to or is no longer likely to conduct its business prudently or to comply with the provisions of this Act or any direction made thereunder;

the person does not or ceases to satisfy such criteria as may be prescribed;

the person has provided false or misleading information or documents in connection with an application under section 292AA; or

the Authority would not have granted its approval under section 292AA had it been aware, at that time, of circumstances relevant to the person’s application for such approval.(2) The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances:

the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere;

a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person;

a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the person;

the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly.(3) The Authority must, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection must —

take such steps as are necessary to ensure that the person ceases to have effective control of an approved trustee; or

comply with such other requirements as the Authority may specify.(4) Any person served with a notice of objection under this section must comply with the notice.(5) Any person who contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both.”.