Register of debenture holders and copies of trust deed
93.—(1) Every company which issues debentures (not being debentures transferable by delivery) must keep a register of holders of the debentures at the registered office of the company or at some other place in Singapore.(2) Every company must within 7 days after the register is first kept at a place other than the registered office lodge with the Registrar notice of the place where the register is kept and must, within 7 days after any change in the place at which the register is kept, lodge with the Registrar notice of the change.
(3) The register must except when duly closed be open to the inspection of the registered holder of any debentures and of any holder of shares in the company and must contain particulars of the names and addresses of the debenture holders and the amount of debentures held by them.
(4) For the purposes of this section, a register is deemed to be duly closed if closed in accordance with the provisions contained in the constitution or in the debentures or debenture stock certificates, or in the trust deed or other document relating to or securing the debentures, during such periods (not exceeding in the aggregate 30 days in any calendar year) as is therein specified.[36/2014]
(5) Every registered holder of debentures and every holder of shares in a company must, at the request of the holder of debentures or shares, be supplied by the company with a copy of the register of the holders of debentures of the company or any part thereof on payment of $1 for every page or part thereof required to be copied, but the copy need not include any particulars as to any debenture holder other than the debenture holder’s name and address and the debentures held by the debenture holder.
(6) A copy of any trust deed relating to or securing any issue of debentures must be forwarded by the company to a holder of those debentures at the holder’s request on payment of the sum of $3 or such less sum as is fixed by the company, or where the copy has to be specially made to meet the request on payment of $1 for every page or part thereof required to be copied.
(7) If inspection is refused, or a copy is refused or not forwarded within a reasonable time (but not more than one month) after a request has been made pursuant to this section, the company and every officer of the company who is in default shall be guilty of an offence.
(8) A company which issues debentures may cause to be kept in any place outside Singapore a branch register of debenture holders which is deemed to be part of the company’s register of debenture holders and Division 4 of Part 5 applies with such adaptations as are necessary to and in relation to the keeping of a branch register of debenture holders.
(9) If a company fails to comply with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
—(1) Every company which issues debentures (not being debentures transferable by delivery) must keep a register of holders of the debentures at the registered office of the company or at some other place in Singapore.
(2) Every company must within 7 days after the register is first kept at a place other than the registered office lodge with the Registrar notice of the place where the register is kept and must, within 7 days after any change in the place at which the register is kept, lodge with the Registrar notice of the change.
(3) The register must except when duly closed be open to the inspection of the registered holder of any debentures and of any holder of shares in the company and must contain particulars of the names and addresses of the debenture holders and the amount of debentures held by them.
(4) For the purposes of this section, a register is deemed to be duly closed if closed in accordance with the provisions contained in the constitution or in the debentures or debenture stock certificates, or in the trust deed or other document relating to or securing the debentures, during such periods (not exceeding in the aggregate 30 days in any calendar year) as is therein specified.[36/2014]
(5) Every registered holder of debentures and every holder of shares in a company must, at the request of the holder of debentures or shares, be supplied by the company with a copy of the register of the holders of debentures of the company or any part thereof on payment of $1 for every page or part thereof required to be copied, but the copy need not include any particulars as to any debenture holder other than the debenture holder’s name and address and the debentures held by the debenture holder.
(6) A copy of any trust deed relating to or securing any issue of debentures must be forwarded by the company to a holder of those debentures at the holder’s request on payment of the sum of $3 or such less sum as is fixed by the company, or where the copy has to be specially made to meet the request on payment of $1 for every page or part thereof required to be copied.
(7) If inspection is refused, or a copy is refused or not forwarded within a reasonable time (but not more than one month) after a request has been made pursuant to this section, the company and every officer of the company who is in default shall be guilty of an offence.
(8) A company which issues debentures may cause to be kept in any place outside Singapore a branch register of debenture holders which is deemed to be part of the company’s register of debenture holders and Division 4 of Part 5 applies with such adaptations as are necessary to and in relation to the keeping of a branch register of debenture holders.
(9) If a company fails to comply with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
Specific performance of contracts
94. A contract with a company to take up and pay for any debentures of the company may be enforced by an order for specific performance.
Perpetual debentures
95. A condition in any debenture or in any deed for securing any debentures whether the debenture or deed is issued or made before or after 29 December 1967 is not invalid by reason only that the debentures are thereby made irredeemable or redeemable only on the happening of a contingency however remote or on the expiration of a period however long, despite any rule of law or equity to the contrary.
Reissue of redeemed debentures
96.—(1) Where a company has redeemed any debentures whether before or after 29 December 1967 —(a)
unless any provision to the contrary, whether express or implied, is contained in the constitution or in any contract entered into by the company; or
(b)
unless the company has, by passing a resolution to that effect or by some other act, manifested its intention that the debentures are to be cancelled,
the company has and is deemed always to have had power to reissue the debentures, either by reissuing the same debentures or by issuing other debentures in their place but the reissue of a debenture or the issue of one debenture in place of another under this subsection, whether the reissue or issue was made before or after that date, is not to be regarded as the issue of a new debenture for the purpose of any provision limiting the amount or number of debentures that may be issued by the company.
[36/2014]
(2) After the reissue the person entitled to the debentures has and is deemed always to have had the same priorities as if the debentures had never been redeemed.
(3) Where a company has either before or after 29 December 1967 deposited any of its debentures to secure advances on current account or otherwise, the debentures are not deemed to have been redeemed by reason only of the account of the company having ceased to be in debit while the debentures remain so deposited.
—(1) Where a company has redeemed any debentures whether before or after 29 December 1967 —(a)
unless any provision to the contrary, whether express or implied, is contained in the constitution or in any contract entered into by the company; or
(b)
unless the company has, by passing a resolution to that effect or by some other act, manifested its intention that the debentures are to be cancelled,
the company has and is deemed always to have had power to reissue the debentures, either by reissuing the same debentures or by issuing other debentures in their place but the reissue of a debenture or the issue of one debenture in place of another under this subsection, whether the reissue or issue was made before or after that date, is not to be regarded as the issue of a new debenture for the purpose of any provision limiting the amount or number of debentures that may be issued by the company.
[36/2014]
(2) After the reissue the person entitled to the debentures has and is deemed always to have had the same priorities as if the debentures had never been redeemed.
(3) Where a company has either before or after 29 December 1967 deposited any of its debentures to secure advances on current account or otherwise, the debentures are not deemed to have been redeemed by reason only of the account of the company having ceased to be in debit while the debentures remain so deposited.
Power of Court in relation to certain irredeemable debentures
100.—(1) Despite anything in any debenture or trust deed, the security for any debentures which are irredeemable or redeemable only on the happening of a contingency shall, if the Court so orders, be enforceable, immediately or at such other time as the Court directs if on the application of the trustee for the holders of the debentures or (where there is no trustee) on the application of the holder of any of the debentures the Court is satisfied that —(a)
at the time of the issue of the debentures the assets of the corporation which constituted or were intended to constitute the security therefor were sufficient or likely to become sufficient to discharge the principal debt and any interest thereon;
(b)
the security, if realised under the circumstances existing at the time of the application, would be likely to bring not more than 60% of the principal sum of moneys outstanding (regard being had to all prior charges and charges ranking pari passu if any); and
(c)
the assets covered by the security, on a fair valuation on the basis of a going concern after allowing a reasonable amount for depreciation are worth less than the principal sum and the borrowing corporation is not making sufficient profit to pay the interest due on the principal sum or (where no definite rate of interest is payable) interest thereon at such rate as the Court considers would be a fair rate to expect from a similar investment.
(2) Subsection (1) does not affect any power to vary rights or accept any compromise or arrangement created by the terms of the debentures or the relevant trust deed or under a compromise or arrangement between the borrowing corporation and creditors.
(3) Subsection (1) does not apply in relation to any debenture that is offered to the public for subscription or purchase.
—(1) Despite anything in any debenture or trust deed, the security for any debentures which are irredeemable or redeemable only on the happening of a contingency shall, if the Court so orders, be enforceable, immediately or at such other time as the Court directs if on the application of the trustee for the holders of the debentures or (where there is no trustee) on the application of the holder of any of the debentures the Court is satisfied that —(a)
at the time of the issue of the debentures the assets of the corporation which constituted or were intended to constitute the security therefor were sufficient or likely to become sufficient to discharge the principal debt and any interest thereon;
(b)
the security, if realised under the circumstances existing at the time of the application, would be likely to bring not more than 60% of the principal sum of moneys outstanding (regard being had to all prior charges and charges ranking pari passu if any); and
(c)
the assets covered by the security, on a fair valuation on the basis of a going concern after allowing a reasonable amount for depreciation are worth less than the principal sum and the borrowing corporation is not making sufficient profit to pay the interest due on the principal sum or (where no definite rate of interest is payable) interest thereon at such rate as the Court considers would be a fair rate to expect from a similar investment.
(2) Subsection (1) does not affect any power to vary rights or accept any compromise or arrangement created by the terms of the debentures or the relevant trust deed or under a compromise or arrangement between the borrowing corporation and creditors.
(3) Subsection (1) does not apply in relation to any debenture that is offered to the public for subscription or purchase.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
