Singapore legislation

Regulation 19

of Securities and Futures (Organised Markets) Regulations 2018

Regulation 19

Application and criteria for approval to acquire substantial shareholding

Subregulation 1

Any person applying for approval under section 27(1) or (2) of the Act must submit to the Authority a written application that sets out —

(a)

the name of the applicant;

(b)

in the case where the applicant is a corporation —

(i)

its place of incorporation;

(ii)

its substantial shareholders;

(iii)

its directors and chief executive officer; and

(iv)

its principal business;

(c)

in the case where the applicant is an individual —

(i)

the applicant’s nationality;

(ii)

the applicant’s principal occupation; and (iii)the applicant’s directorships;

(d)

all the corporations in which the applicant has a substantial shareholding;

(e)

the percentage of shareholding and voting power that the applicant has in the approved exchange;

(f)

the percentage of shareholding and voting power the applicant is seeking to obtain in the approved exchange;

(g)

the reasons for making the application;

(h)

the mode and structure, as appropriate, under which —

(i)

the increase in shareholding will be carried out; and

(ii)

the increased shareholding will be held;

(i)

whether the applicant will seek representation on the board of directors of the approved exchange; and

(j)

any other information that may facilitate the determination by the Authority as to whether the applicant is a fit and proper person for the purposes of paragraph (3)(a).

Subregulation 2

The Authority may require any person who applies for approval under section 27(1) or (2) of the Act to provide the Authority with further information or documents for the purposes of assessing the application, and that person must comply with that requirement.

Subregulation 3

The Authority may grant its approval for the purposes of section 27(1) or (2) of the Act if the Authority is satisfied that —

(a)

the applicant is a fit and proper person to be a substantial shareholder, 12% controller or 20% controller (as the case may be) of the approved exchange;

(b)

having regard to the applicant’s likely influence, the approved exchange will, or will continue to, conduct its business prudently and in compliance with the provisions of the Act; and

(c)

it would not be contrary to the interests of the public to grant the approval.

Subregulation 4

In paragraph (3), “12% controller” and “20% controller” have the meanings given by section 27(3) of the Act.