Singapore legislation

Clause 13

Control of substantial shareholdings of designated financial holding company with bank subsidiary

(1)

No person shall become a substantial shareholder of a designated financial holding company with bank subsidiary without first obtaining the approval of the Minister.

(2)

Subject to section 15(5), a person (other than an excepted person) who is a substantial shareholder of a financial holding company with bank subsidiary immediately before the designation date shall cease to be a substantial shareholder before the expiry of the later of the following dates unless he has applied in writing to the Minister for approval before such date:

(a)

6 months after the designation date; or

(b)

such longer period as the Minister may allow in any particular case.

(3)

No person shall enter into any agreement or arrangement, whether oral or in writing and whether express or implied, to act together with any person with respect to the acquisition, holding or disposal of, or the exercise of rights in relation to, their interest in voting shares of an aggregate of 5% or more of the total votes attached to all voting shares in a designated financial holding company with bank subsidiary, without first obtaining the approval of the Minister.

(4)

Subject to section 15(5), a person (other than an excepted person) who has entered into any agreement or arrangement referred to in subsection (3) at any time before the designation date shall cease to be a party to such an agreement or arrangement before the later of the following dates unless he has applied in writing to the Minister for approval before such date:

(a)

6 months after the designation date; or

(b)

such longer period as the Minister may allow in any particular case.

(5)

For the purposes of this section, a person has an interest in any share if —

(a)

he is deemed to have an interest in that share under section 7 of the Companies Act (Cap. 50); or

(b)

he otherwise has a legal or an equitable interest in that share except for such interest as is to be disregarded under section 7 of the Companies Act.

(6)

For the purposes of —

(a)

subsection (2), an “excepted person” means a person —

(i)

who —

(A)

is a substantial shareholder of a bank incorporated in Singapore which is a subsidiary of the relevant designated financial holding company; and

(B)

had obtained approval to become a substantial shareholder of that bank under section 15C, read with section 15A(1) or (2), of the Banking Act (Cap. 19) and which approval has not been revoked; or

(ii)

who —

(A)

immediately before the date of commencement of this section, was a substantial shareholder of a designated financial institution under the Banking Act in force before that date; and

(B)

had obtained approval to become a substantial shareholder of the designated financial institution under section 15C, read with section 15A(1) or (2), of the Banking Act in force immediately before that date, and which approval has not been revoked;

(b)

subsection (4), an “excepted person” means a person —

(i)

who —

(A)

has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with any person with respect to the acquisition, holding or disposal of, or the exercise of rights in relation to, their interest in voting shares of an aggregate of 5% or more of the total votes attached to all voting shares in a bank incorporated in Singapore which is a subsidiary of the relevant designated financial holding company; and

(B)

had obtained the approval for such agreement or arrangement under section 15C, read with section 15A(3) or (4), of the Banking Act, and which approval has not been revoked; or

(ii)

who, immediately before the date of commencement of this section —

(A)

had an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with any person with respect to the acquisition, holding or disposal of, or the exercise of rights in relation to, their interest in voting shares of an aggregate of 5% or more of the total votes attached to all voting shares in a designated financial institution under the Banking Act in force before that date; and

(B)

had obtained approval for such agreement or arrangement under section 15C, read with section 15A(3) or (4), of the Banking Act in force immediately before that date, and which approval has not been revoked; and

(c)

subsection (5), any reference to “corporation” in section 7 of the Companies Act shall be construed as if it did not exclude a co‑operative society.

Read in full context — Financial Holding Companies Bill →