Singapore legislation
Section 27
Section 27
Control of substantial shareholding in approved exchange
(1)
A person must not enter into any agreement to acquire shares in an approved exchange by virtue of which the person would, if the agreement had been carried out, become a substantial shareholder of the approved exchange without first obtaining the approval of the Authority to enter into the agreement.
(2)
A person must not become —
a 12% controller; or
a 20% controller,of an approved exchange without first obtaining the approval of the Authority.
(3)
In subsection (2) —
Definition
“12% controller” means a person, not being a 20% controller, who alone or together with the person’s associates —
holds not less than 12% of the shares in the approved exchange; or
is in a position to control not less than 12% of the votes in the approved exchange;
Definition
“20% controller” means a person who, alone or together with the person’s associates —
holds not less than 20% of the shares in the approved exchange; or
is in a position to control not less than 20% of the votes in the approved exchange.
(4)
In this section —
a person holds a share if —
the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act 1967; or
the person otherwise has a legal or an equitable interest in that share, except such interest as is to be disregarded under section 7(6) to (10) of the Companies Act 1967;
a reference to the control of a percentage of the votes in an approved exchange is to be construed as a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the approved exchange; and
a person (A) is an associate of another person (B) if —
A is the spouse, a parent, remoter lineal ancestor or step‑parent, a son, daughter, remoter issue, stepson or stepdaughter or a brother or sister of B;
A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of B;
A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;
A is a subsidiary of B;
A is a body corporate in which B, whether alone or together with other associates of B as described in sub‑paragraphs (ii), (iii) and (iv), is in a position to control not less than 20% of the votes in A; or
A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their votes in relation to, the approved exchange.
(5)
The Authority may grant its approval mentioned in subsection (1) or (2) subject to conditions or restrictions.
(6)
Without affecting subsection (13), the Authority may, for the purposes of securing compliance with subsection (1) or (2), or any condition or restriction imposed under subsection (5), by written notice, direct the transfer or disposal of all or any of the shares of an approved exchange in which a substantial shareholder, 12% controller or 20% controller of the approved exchange has an interest.
(7)
Until a person to whom a direction has been issued under subsection (6) transfers or disposes of the shares that are the subject of the direction, and despite anything to the contrary in the Companies Act 1967 or the constitution or other constituent document or documents of the approved exchange —
no voting rights are exercisable in respect of the shares that are the subject of the direction;
the approved exchange must not offer or issue any shares (whether by way of rights, bonus, share dividend or otherwise) in respect of the shares that are the subject of the direction; and
except in a liquidation of the approved exchange, the approved exchange must not make any payment (whether by way of cash dividend, dividend in kind or otherwise) in respect of the shares that are the subject of the direction.
(8)
Any issue of shares by an approved exchange in contravention of subsection (7)(b) is treated as void, and a person to whom a direction has been issued under subsection (6) must immediately return those shares to the approved exchange, upon which the approved exchange must return to the person any payment received from the person in respect of those shares.
(9)
Any payment made by an approved exchange in contravention of subsection (7)(c) is treated as void, and a person to whom a direction has been issued under subsection (6) must immediately return the payment the person has received to the approved exchange.
(10)
The Authority may, by regulations made under section 44, exempt —
any person or class of persons; or
any class or description of shares or interests in shares,from the requirement under subsection (1) or (2), subject to such conditions or restrictions as may be prescribed in those regulations.
(11)
The Authority may, by written notice, exempt any person, shares or interests in shares from subsection (1) or (2), subject to such conditions or restrictions as the Authority may specify by written notice.
(12)
It is not necessary to publish any exemption granted under subsection (11) in the Gazette.
(13)
Any person who contravenes subsection (1) or (2), or any condition or restriction imposed by the Authority under subsection (5), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.
(14)
Any person who contravenes subsection (7)(b) or (c), (8) or (9) or any direction issued by the Authority under subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.