Singapore legislation
Regulation 15
Regulation 15
Prescribed related or complementary business
Subregulation 1
Subject to paragraphs (2), (3), (4), (5) and (6), a business that fulfils the following criteria is a prescribed business for a merchant bank in Singapore:
the business is related or complementary to a core financial business of the merchant bank;
the business is not —
any other business prescribed for the purposes of section 55V(1)(d) of the Act, including any prescribed business under regulation 16(1); or
any business approved under section 55V(1)(e) of the Act;
the business is not any of the following types of business:
property development;
provision of hotel and resort facilities;
property management;
owning, operating or investing in facilities for the extraction, transportation, storage or distribution of commodities;
owning, operating or investing in facilities for processing, refining or otherwise altering commodities.
Subregulation 2
A merchant bank in Singapore may carry on any business prescribed in paragraph (1) only if —
the merchant bank puts in place risk management and governance policies and procedures that are commensurate with the risks posed by the business;
the policies and procedures mentioned in sub‑paragraph (a) have been approved by —
in the case of a merchant bank incorporated in Singapore — the board of directors of the merchant bank;
in the case of the branches and offices located in Singapore of a merchant bank incorporated outside Singapore, the head office of which has never carried on a materially similar business before — the board of directors of the merchant bank; or
in the case of the branches and offices located in Singapore of a merchant bank incorporated outside Singapore, the head office of which has carried on or is carrying on a materially similar business — by an authorised person of the merchant bank;
the merchant bank notifies the Authority, in accordance with paragraph (3), of the following matters:
a description of the business;
any regulation or licensing requirement that the business is or will be subject to, whether in Singapore or elsewhere;
the nature of the merchant bank’s investment in the business and the amount of such investment;
the date on which the merchant bank intends to start carrying on the business;
any partnership, joint venture or other arrangement into which the merchant bank has entered to carry on the business;
the merchant bank notifies the Authority of any change to the matters in relation to which information had been provided in the notification mentioned in sub‑paragraph (c), before making the change or as soon as the merchant bank becomes aware of the change; and
the merchant bank obtains prior approval from the Authority for the issuance of any guarantee, indemnity, letter of comfort or any other letter that imposes similar obligations on the merchant bank as a guarantee or indemnity, or similar expectations on the bank as a letter of comfort, in respect of the business.
Subregulation 3
The notification under paragraph (2)(c) must be submitted at least 14 days before the earliest of the following:
any public announcement that the merchant bank intends to carry on, or enter into any partnership, joint venture or other arrangement with any person to carry on, the business;
the entry of the merchant bank into any partnership, joint venture or arrangement with any person to carry on the business;
the date on which the merchant bank starts carrying on the business, or the date on which any partnership, joint venture or other arrangement entered into by the merchant bank to carry on the business comes into effect.
Subregulation 4
In addition to the conditions in paragraph (2), a merchant bank in Singapore may carry on any business under paragraph (1) or regulation 14(1) only if its aggregate non‑financial business size does not exceed —
in the case of a merchant bank incorporated in Singapore —
30% of its capital funds; and
30% of the capital funds of its merchant bank group; or
in the case of the branches and offices located in Singapore of a merchant bank incorporated outside Singapore — 4% of the assets that are reflected as assets in the balance‑sheet of the branches and offices located in Singapore (less net inter‑bank lending).
Subregulation 5
A merchant bank in Singapore must —
submit a report to the Authority within 30 days after the end of every quarter or any other time as may be approved in writing by the Authority, containing the information specified in the First Schedule; and
provide any other information that the Authority may require in relation to any business prescribed in paragraph (1) that is carried on by the merchant bank.
Subregulation 6
A merchant bank in Singapore that carries on any business prescribed in paragraph (1) must comply with any other conditions or restrictions that the Authority may impose, from time to time, by written notice in relation to its carrying on of such business.
Subregulation 7
In this regulation, unless the context otherwise requires —
Definition
“aggregate non‑financial business size”, in relation to a merchant bank in Singapore, means the total balance-sheet asset value or total exposures (whichever is higher), or any other measure that the Authority may specify by written notice, of —
all businesses prescribed in paragraph (1) carried on by the merchant bank;
all businesses prescribed in regulation 14(1) carried on by the merchant bank;
all businesses carried on by any major stake entity of the merchant bank that is acquired or held by the merchant bank in accordance with regulation 18;
all businesses prescribed in paragraph (1) or regulation 14(1) carried on by any major stake entity of the merchant bank, where —
the merchant bank has obtained the prior approval of the Authority under section 32 of the Act (as applied by section 55ZF(2) of the Act) to acquire or hold a major stake in the entity; and
the approval under sub‑paragraph (i) is subject to conditions that include the merchant bank having to treat the balance-sheet asset value or exposures (whichever is higher) of such businesses as part of its aggregate non‑financial business size;
all businesses for which the Authority has granted approval to the merchant bank under section 55V(1)(e) of the Act and the approval is subject to conditions that include the merchant bank having to treat the balance‑sheet asset value or exposures (whichever is higher) of such businesses as part of its aggregate non‑financial business size; and
all businesses carried on by any major stake entity of the merchant bank, other than a business mentioned in section 55V(1)(a), (b), (c) or (d) of the Act, where —
the merchant bank has obtained the approval of the Authority under section 32 of the Act (as applied by section 55ZF(2) of the Act) to acquire or hold a major stake in the entity; and
the approval under sub‑paragraph (i) is subject to conditions that include the merchant bank having to treat the balance‑sheet asset value or exposures (whichever is higher) of such businesses as part of its aggregate non‑financial business size;
Definition
“authorised person”, in relation to the branches and offices located in Singapore of a merchant bank incorporated outside Singapore, means one or more persons, or a committee of persons, authorised by the board of directors of the merchant bank to approve the risk management and governance policies and procedures of the business carried on by those branches and offices;
Definition
“capital funds” means —
in relation to a merchant bank incorporated in Singapore — the capital of the merchant bank that is used for the purposes of calculating its capital adequacy requirements under section 10 of the Act as applied by section 55ZB of the Act; or
in relation to the merchant bank group of a merchant bank incorporated in Singapore — the capital of the merchant bank group that is used for the purposes of calculating the merchant bank group’s capital adequacy requirements under section 10 of the Act as applied by section 55ZB of the Act;
Definition
“core financial business”, in relation to a merchant bank, means a core business activity that the merchant bank carries out based on its particular business model which is either —
a business mentioned in section 55V(1)(a), (b) or (c) of the Act; or
a business prescribed under section 55V(1)(d) of the Act that is similar to any of the businesses mentioned in section 55V(1)(a), (b) and (c) of the Act in terms of economic substance and risks;
Definition
“net inter‑bank lending”, in relation to the branches and offices located in Singapore of a merchant bank incorporated outside Singapore, means the total lending by those branches and offices to —
other branches and offices located outside Singapore of the merchant bank incorporated outside Singapore; and
other banks and merchant banks,less the total borrowing from —
other branches and offices of the merchant bank located outside Singapore; and
other banks and merchant banks;
Definition
“quarter” means a period of 3 months beginning on 1 January, 1 April, 1 July or 1 October of any year.