In forceAmended2020 Revised Edition

Contents

Securities and Futures Act 2001 · 2020 Revised Edition · Part 7 · Disclosure of Interests

130. Application and interpretation of this Division

Amended

Last amended by an amending law of 2017. 3 amendments in all.

(1)

This section has effect for the purposes of this Division but does not affect the operation of any other provision of this Act.

(2)

A reference to a corporation is a reference —

(a)

to a company any or all of the shares in which are listed for quotation on the official list of an approved exchange; or

(b)

to a corporation (not being a company, or a collective investment scheme constituted as a corporation) any or all of the shares in which are listed for quotation on the official list of an approved exchange, such listing being a primary listing.

(3)

In relation to a corporation the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock is deemed to be an interest in an issued share in the corporation having attached to it the same rights as are attached to that stock.

(4)

A reference to a member —

(a)

in relation to a company, means a person who is a member of the company under section 19(6) of the Companies Act 1967; and

(b)

in relation to a corporation (other than a company), means any person equivalent to a member of a company.

(5)

To avoid doubt, section 4 applies for the purpose of determining whether a person has an interest in securities or securities‑based derivatives contracts under this Division.

(6)

For the purposes of sections 133(3)(b)(i), 135(2)(b), 136(1), 137(1) and 137E(6), a person is conclusively presumed to have been aware of a fact or occurrence at a particular time —

(a)

of which he or she would, if he had acted with reasonable diligence in the conduct of his or her affairs, have been aware at that time;

(b)

where the person is a body corporate or unincorporated association (other than a partnership), of which its officer would, if he or she had acted with reasonable diligence in the conduct of its affairs, have been aware at that time;

(c)

where the person is a limited liability partnership, of which its partner or manager would, if he or she had acted with reasonable diligence in the conduct of its affairs, have been aware at that time; or

(d)

where the person is a partnership, of which its partner would, if he or she had acted with reasonable diligence in the conduct of its affairs, have been aware at that time.

(7)

In this section —

“officer” —

(a)

in relation to a body corporate, means a director, member of the committee of management, chief executive officer, manager, secretary or other similar officer of the body, and includes a person purporting to act in any such capacity; or

(b)

in relation to an unincorporated association (other than a partnership), means the president, the secretary, or a member of the committee of the association, or a person holding a position analogous to that of president, secretary or member of the committee, and includes a person purporting to act in such capacity;

“partner” includes a person purporting to act as a partner.

Terms defined in s 2

approved exchange
Defined · s 2
“approved exchange” means a corporation that is approved by the Authority under section 9(1)(a) as an approved exchange;
Open s 2
collective investment scheme
Defined · s 2
“collective investment scheme” means —(a)an arrangement in respect of any property —(i)under which the participants do not have day‑to‑day control over the management of the property, whether or not the participants have the right to be consulted or to give directions in respect of such management;(ii)under which either or both of the following characteristics are present:(A)the property is managed as a whole by or on behalf of a manager;(B)the contributions of the participants, and the profits or income out of which payments are to be made to the participants, are pooled; and(iii)under which either or both of the following characteristics are present:(A)the effect of the arrangement is to enable the participants (whether by acquiring any right, interest, title or benefit in the property or any part of the property or otherwise) —(AA)to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management, disposal, exercise, redemption or expiry of, any right, interest, title or benefit in the property or any part of the property; or(AB)to receive sums paid out of such profits, income, or other payments or returns;(B)the purpose, purported purpose or purported effect of the arrangement is to enable the participants (whether by acquiring any right, interest, title or benefit in the property or any part of the property or otherwise) —(BA)to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management, disposal, exercise, redemption or expiry of, any right, interest, title or benefit in the property or any part of the property; or(BB)to receive sums paid out of such profits, income, or other payments or returns,whether or not —(BC)the arrangement provides for the participants to receive any benefit other than those set out in sub‑paragraph (BA) or (BB) in the event that the purpose, purported purpose or purported effect is not realised; or(BD)the purpose, purported purpose or purported effect is realised; or(b)an arrangement which is an arrangement, or is of a class or description of arrangements, specified by the Authority as a collective investment scheme by notice in the Gazette,but does not include —(c)an arrangement operated by a person otherwise than by way of business;(d)an arrangement under which each of the participants carries on a business other than investment business and enters into the arrangement solely incidental to that other business;(e)an arrangement under which each of the participants is a related corporation of the manager;(f)an arrangement made by or on behalf of an entity solely for the benefit of persons, each of whom is —(i)a bona fide director or equivalent person, a former director or equivalent person, a consultant, an adviser, an employee or a former employee of that entity or, where that entity is a corporation, a related corporation of that entity; or(ii)a spouse, widow or widower, or a child, adopted child or stepchild below 18 years of age, of such director or equivalent person, former director or equivalent person, employee or former employee;(g)an arrangement made by or on behalf of 2 or more entities solely for the benefit of persons, each of whom is —(i)a bona fide director or equivalent person, a former director or equivalent person, a consultant, an adviser, an employee or a former employee of any of those entities or, where any of those entities is a corporation, a related corporation of the entity which is a corporation; or(ii)a spouse, widow or widower, or a child, adopted child or stepchild below 18 years of age, of such director or equivalent person, former director or equivalent person, employee or former employee;(h)a franchise;(i)an arrangement under which money received by an advocate and solicitor from his or her client, whether as a stakeholder or otherwise, acting in his or her professional capacity in the ordinary course of his or her practice, or under which money is received by a statutory body as a stakeholder in the carrying out of its statutory functions;(j)an arrangement made by any co‑operative society registered under the Co‑operative Societies Act 1979 in accordance with the objects thereof solely for the benefit of its members;(k)an arrangement made for the purposes of any chit fund permitted to operate under the Chit Funds Act 1971;(l)an arrangement arising out of a life policy within the meaning of the Insurance Act 1966;(m)a closed‑end fund constituted either as an entity, a sub‑fund or a trust;(n)an arrangement under which the whole amount of each participant’s contribution is a deposit as defined in section 4B of the Banking Act 1970;(o)an arrangement of which —(i)the predominant purpose is to enable the participants to share in the use or enjoyment of the property or to make its use or enjoyment available gratuitously to others; and(ii)the property does not consist of any of the following:(A)any currency of any country or territory;(B)any capital markets products;(C)any policy as defined in the First Schedule to the Insurance Act 1966;(D)any deposit as defined in section 4B of the Banking Act 1970;(E)any credit facilities as defined in section 2(1) of the Banking Act 1970;(p)an arrangement which is an arrangement, or is of a class or description of arrangements, specified by the Authority as not constituting a collective investment scheme by notice in the Gazette;
Open s 2
company
Defined · s 2
“company” has the meaning given by section 4(1) of the Companies Act 1967;
Open s 2
corporation
Defined · s 2
“corporation” has the meaning given by section 4(1) of the Companies Act 1967;
Open s 2
director
Defined · s 2
“director” has the meaning given by section 4(1) of the Companies Act 1967;
Open s 2
limited liability partnership
Defined · s 2
“limited liability partnership” has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;
Open s 2
manager
Defined · s 2
“manager”, in relation to a collective investment scheme, means a person, by whatever name called, who is responsible for managing the property of, or operating, the collective investment scheme;
Open s 2
member
Defined · s 2
“member”, in relation to an approved exchange, a recognised market operator, an approved clearing house or a recognised clearing house, means a person who holds membership of any class or description in the approved exchange, recognised market operator, approved clearing house or recognised clearing house, whether or not the person holds any share in the share capital of the approved exchange, recognised market operator, approved clearing house or recognised clearing house, as the case may be;
Open s 2
officer
Defined · s 2
“officer” has the meaning given by section 4(1) of the Companies Act 1967;
Open s 2
securities
Defined · s 2
“securities” means —(a)shares, units in a business trust or any instrument conferring or representing a legal or beneficial ownership interest in a corporation, partnership or limited liability partnership;(b)debentures; or(c)any other product or class of products as may be prescribed,but does not include —(d)any unit of a collective investment scheme;(e)any bill of exchange;(f)any certificate of deposit issued by a bank or finance company, whether situated in Singapore or elsewhere; or(g)such other product or class of products as may be prescribed;
Open s 2
share
Defined · s 2
“share” has the meaning given by section 4(1) of the Companies Act 1967;
Open s 2

Report

Read on from s 131

Part 7A

Short Selling

Read on from Part 7A

Part 8

Securities Industry Council and Take‑Over Offers

Read on from Part 8

Part 9

Supervision and Investigation

Read on from Part 9

Part 10

Assistance to Foreign Regulatory Authorities

Read on from Part 10

Part 11

Investor Compensation Scheme

Read on from Part 11

Part 12

Market Conduct

Read on from Part 12

Part 13

Offers of Investments

Read on from Part 13

Part 13A

Modification of Act for Purposes of Dual Listing Boards

Read on from Part 13A

Part 14

Appeals

Read on from Part 14

Part 15

Miscellaneous

Read on from Part 15

Schedules

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