In forceAmended2020 Revised Edition

Contents

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

133. Duty of director or chief executive officer to notify corporation of his or her interests

Amended

Last amended by an amending law of 2017. 2 amendments in all.

(1)

Every director and chief executive officer of a corporation must give written notice to the corporation of particulars of —

(a)

shares in ––

(i)

the corporation; or

(ii)

a related corporation of the corporation,which he or she holds, or in which he or she has an interest and the nature and extent of that interest;

(b)

debentures of —

(i)

the corporation; or

(ii)

a related corporation of the corporation,which he or she holds, or in which he or she has an interest and the nature and extent of that interest;

(c)

his or her rights or options, or rights or options of his or hers and another person or other persons, in respect of the acquisition or disposal of shares in or debentures of —

(i)

the corporation; or

(ii)

a related corporation of the corporation;

(d)

contracts to which he or she is a party, or under which he or she is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in ––

(i)

the corporation; or

(ii)

a related corporation of the corporation;

(e)

participatory interests made available by —

(i)

the corporation; or

(ii)

a related corporation of the corporation,which he or she holds, or in which he or she has an interest and the nature and extent of that interest;

(f)

such other securities or securities‑based derivatives contracts as the Authority may prescribe, which are held, whether directly or indirectly, by him or her, or in which he or she has an interest and the nature and extent of that interest; and

(g)

any change in respect of the particulars of any matter referred to in paragraphs (a) to (f).

(2)

Paragraphs (a)(ii), (b)(ii), (c)(ii), (d)(ii), (e) and (g) (in respect of a change in the particulars of any matter referred to in paragraphs (a)(ii), (b)(ii), (c)(ii), (d)(ii) and (e)) of subsection (1) only apply to a director of a corporation which is a company.

(3)

A notice under subsection (1) —

(a)

must be in such form and must contain such information as the Authority may prescribe; and

(b)

must be given —

(i)

in the case of a notice under subsection (1)(g), within 2 business days after the director or chief executive officer becomes aware of the change; or

(ii)

in any other case, within 2 business days after —

(A)

the date on which the director or chief executive officer becomes such a director or chief executive officer; or

(B)

the date on which the director or chief executive officer becomes a holder of, or acquires an interest in, the shares, debentures, rights, options, contracts, participatory interests, other securities or securities‑based derivatives contracts referred to in subsection (1),whichever last occurs.

(4)

For the purposes of this section ––

(a)

a director or chief executive officer of a corporation is deemed to have an interest in securities or securities‑based derivatives contracts referred to in subsection (1) if a family member of the director or chief executive officer (not being himself or herself a director or chief executive officer of the corporation) (as the case may be) holds or has an interest in those securities or securities‑based derivatives contracts; and

(b)

any contract entered into by, any assignment or right of subscription made or exercised by, or any grant made to, a family member of a director or chief executive officer of a corporation (not being himself or herself a director or chief executive officer of the corporation) is deemed to have been entered into by, made or exercised by or made to the director or chief executive officer.

(5)

In this section ––

(a)

a reference to a participatory interest is a reference to a unit in a collective investment scheme; and

(b)

a reference to a person who holds or acquires participatory interests, other securities or securities‑based derivatives contracts referred to in subsection (1), or an interest in shares, debentures, participatory interests, other securities or securities‑based derivatives contracts referred to in that subsection, includes a reference to a person who under an option holds or acquires a right to acquire or dispose of the participatory interests, securities or securities‑based derivatives contracts, or the interest in shares, debentures, participatory interests, securities or securities‑based derivatives contracts.

(6)

In this section, “family member” means a spouse, or a son, adopted son, stepson, daughter, adopted daughter or stepdaughter below the age of 21 years.

Terms defined in this Act

Authority
Defined · s 2
“Authority” means the Monetary Authority of Singapore established under the Monetary Authority of Singapore Act 1970;
Open s 2
business
Defined · s 46AAA
“business” includes affairs and property;
Open s 46AAA
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
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
related corporation
Defined · s 2
“related corporation” 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

Report

Read on from s 134

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

Read on from Schedules