Interpretation of this Part
Open ↗30A. In this Part, unless the context otherwise requires ––“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;
“associate” has the meaning given to that expression in regulations made under section 30C;
“business trust” has the meaning given by section 2 of the Business Trusts Act 2004;
“corporation” has the meaning given by section 4(1) of the Companies Act 1967;
“designated business trust” means a business trust that is established wholly or partly in respect of a transmission system (or any part thereof) and which has been declared by the Minister to be a designated business trust for the purposes of section 30B;
“designated electricity licensee” means any of the following:(a)
a transmission licensee;
(b)
a transmission agent licensee;
(c)
any other electricity licensee declared by the Minister to be a designated electricity licensee for the purposes of this Part;
“designated entity” means an entity, not being an electricity licensee —(a)
that owns a transmission system (or any part of a transmission system); or
(b)
which the Authority is satisfied —(i)
will engage in (but has not yet commenced engaging in); or
(ii)
is engaging in,
an activity mentioned in section 6(1) that is critical to Singapore’s energy security and reliability,
and is declared by the Minister to be a designated entity for the purposes of this Part;
[Act 27 of 2024 wef 01/07/2025]
“entity” includes a corporation and a limited liability partnership;
“equity interest” has the meaning given to that expression in regulations made under section 30C;
“limited liability partnership” means a limited liability partnership formed under section 4(1) of the Limited Liability Partnerships Act 2005;
“trustee-manager” has the meaning given by section 2 of the Business Trusts Act 2004.[18/2006; 42/2018]
Control of acquisition of equity interest in designated electricity licensee, etc.
Open ↗30B.—(1) A designated electricity licensee, a designated entity or the trustee-manager of a designated business trust must give notice in writing to the Authority if any person acquires equity interest in the licensee, the entity or the business trust, respectively, whether through a series of transactions over a period of time or otherwise, that would result in that person holding 5% or more but less than 12% of the total equity interest in the licensee, the entity or the business trust, respectively.[18/2006]
(2) The notice under subsection (1) must be given within 5 days after the designated electricity licensee, the designated entity or the trustee‑manager of the designated business trust (as the case may be) becomes aware of the acquisition mentioned in that subsection.[42/2018]
(3) No person may, whether through a series of transactions over a period of time or otherwise, become a 12% controller, a 25% controller, a 30% controller, a 50% controller, a 75% controller or an indirect controller of a designated electricity licensee, a designated entity or a designated business trust without obtaining the prior written approval of the Authority.[18/2006]
[Act 27 of 2024 wef 01/07/2025]
(3A) No person may, whether through a series of transactions over a period of time or otherwise, cease to become a 50% controller or a 75% controller of a designated electricity licensee, a designated entity or a designated business trust without obtaining the prior written approval of the Authority.[Act 27 of 2024 wef 01/07/2025]
(4) No person may acquire as a going concern —(a)
the business, or any part of the business, of a designated electricity licensee conducted pursuant to its licence;
(b)
the business, or any part of the business, of a designated entity which —(i)
for a designated entity within paragraph (a) of the definition of “designated entity” in section 30A — relates to its transmission system or any part thereof; and
(ii)
for a designated entity within paragraph (b) of the definition of “designated entity” in section 30A — relates to the activity or any part thereof by reason of which it is a designated entity; or[Act 27 of 2024 wef 01/07/2025]
(c)
the business, or any part of the business, of a designated business trust relating to a transmission system or any part of a transmission system in respect of which, wholly or in part, the business trust is established,
unless the person, and the licensee, the entity or the trustee‑manager of the business trust (as the case may be) obtain the prior written approval of the Authority.
[18/2006; 42/2018]
(5) The Authority may approve an application of a person under subsection (3) if the Authority is satisfied that —(a)
the person, and every associate of the person known to the Authority, is a fit and proper person;[Act 27 of 2024 wef 01/07/2025]
(b)
having regard to the likely influence of the person and every associate of the person known to the Authority, the designated electricity licensee, the designated entity or the trustee-manager of the designated business trust (as the case may be) will continue to conduct its business prudently and comply with the provisions of this Act; and[Act 27 of 2024 wef 01/07/2025]
(c)
it is in the public interest to do so.[18/2006]
(5A) The Authority may approve an application of a person under subsection (3A) if the Authority is satisfied that —(a)
the designated electricity licensee, the designated entity or the trustee-manager of the designated business trust (as the case may be) will continue to conduct its business prudently and comply with the provisions of this Act, despite the person ceasing to be a 50% controller or a 75% controller; and
(b)
it is in the public interest to do so.[Act 27 of 2024 wef 01/07/2025]
(6) The Authority may approve an application under subsection (4) if the Authority is satisfied that —(a)
the person acquiring the business is a fit and proper person;
(b)
the acquisition will not affect the security and reliability of the supply of electricity to the public; and
(c)
it is in the public interest to do so.[18/2006]
(7) Any approval by the Authority under this section may be granted subject to such conditions as the Authority may determine, including but not limited to any condition —(a)
restricting the disposal or further acquisition of equity interests or voting power in the designated electricity licensee, designated entity or designated business trust; or
(b)
restricting the exercise of voting power in the designated electricity licensee, designated entity or designated business trust.[42/2018]
(8) The Authority may at any time add to, vary or revoke any condition imposed under this section.[42/2018]
(9) Any condition imposed by the Authority under this section has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, trust deed or other constitution of the licensee, the entity or the business trust.[18/2006]
(10) Any approval granted by the Authority under this section is without prejudice to the operation of Part 7.[18/2006]
(11) In this section —“12% controller” means a person, not being a 25% controller, who, alone or together with the person’s associates —(a)
holds 12% or more of the total equity interest in; or
(b)
is in a position to control 12% or more of the voting power in,
the licensee, the entity or the business trust;
[Act 27 of 2024 wef 01/07/2025]
“25% controller” means a person, not being a 30% controller, who, alone or together with the person’s associates —(a)
holds 25% or more of the total equity interest in; or
(b)
is in a position to control 25% or more of the voting power in,
the licensee, the entity or the business trust;
[Act 27 of 2024 wef 01/07/2025]
“30% controller” means a person, not being a 50% controller, who, alone or together with the person’s associates —(a)
holds 30% or more of the total equity interest in; or
(b)
is in a position to control 30% or more of the voting power in,
the licensee, the entity or the business trust;
[Act 27 of 2024 wef 01/07/2025]
“50% controller” means a person, not being a 75% controller, who, alone or together with the person’s associates —(a)
holds 50% or more of the total equity interest in; or
(b)
is in a position to control 50% or more of the voting power in,
the licensee, the entity or the business trust;
[Act 27 of 2024 wef 01/07/2025]
“75% controller” means a person who, alone or together with the person’s associates —(a)
holds 75% or more of the total equity interest in; or
(b)
is in a position to control 75% or more of the voting power in,
the licensee, the entity or the business trust;
[Act 27 of 2024 wef 01/07/2025]
“indirect controller” means any person, whether acting alone or together with any other person, and with or without holding equity interest or controlling voting power in the licensee, the entity or the business trust, as the case may be —(a)
in accordance with whose directions, instructions or wishes the directors of the licensee, the directors or other officers of the entity, or the trustee-manager of the business trust are accustomed or under an obligation, whether formal or informal, to act; or
(b)
who is in a position to determine the policy of the licensee, the entity or the business trust,
but does not include —
(c)
in the case of the licensee, a person who is the chief executive officer, a director or the chairperson of the board of directors of the licensee whose appointment as such has been approved by the Authority under section 30G; or
(d)
a person in accordance with whose directions, instructions or wishes the directors of the licensee, the directors or other officers of the entity or the trustee‑manager of the business trust are accustomed to act by reason only that they act on advice given by the person in the person’s professional capacity.[18/2006; 42/2018]
Regulations for carrying out section 30B
Open ↗30C.—(1) The Authority may, with the approval of the Minister, make such regulations under section 103 as are necessary or expedient for carrying out the purposes of section 30B.[18/2006; 42/2018]
(2) Without limiting subsection (1), the regulations may prescribe —(a)
the meaning of equity interest and the circumstances under which a person would be considered to hold a percentage of the total equity interest in a designated electricity licensee, a designated entity or a designated business trust;
(b)
the circumstances under which a person would be considered to be in a position to control a percentage of the voting power in a designated electricity licensee, a designated entity or a designated business trust;
(c)
the circumstances under which a person would be considered to have acquired as a going concern a business referred to in section 30B(4);
(d)
the circumstances under which a person would be considered to be an associate for the purposes of sections 30B, 30D and 30F; and
(e)
the manner in which any notice or application under section 30B must be given or made, and the person or persons who are required to give the notice or make the application.[18/2006; 42/2018]
Power to exempt
Open ↗30CA. The Authority may, by order in the Gazette, exempt —(a)
any person or class of persons; or
(b)
any class or description of equity interests,
from section 30B(1), (3), (3A) or (4), subject to such conditions as may be specified in the order.
[42/2018]
[Act 27 of 2024 wef 01/07/2025]
Power to issue directions
Open ↗30D.—(1) The Authority may issue any direction to a person under subsection (2), (2A) or (3) if the Authority is satisfied that —(a)
the person has contravened section 30B(3), (3A) or (4);[Act 27 of 2024 wef 01/07/2025]
(b)
in the case of a person who has obtained the Authority’s approval under section 30B(3) or who has been exempted from section 30B(3) under section 30CA —(i)
the person or any associate of the person is not or ceases to be a fit and proper person;[Act 27 of 2024 wef 01/07/2025]
(ii)
having regard to the likely influence of the person or any associate of the person —(A)
the designated electricity licensee or designated entity (as the case may be) is not, or is no longer, likely to conduct its business prudently or to comply with the provisions of this Act; or
(B)
the trustee-manager of the designated business trust is not, or is no longer, likely to conduct the business of the business trust prudently or to comply with the provisions of this Act; or[Act 27 of 2024 wef 01/07/2025]
(iii)
it is not, or is no longer, in the public interest to allow the person to continue to be a 12% controller, a 25% controller, a 30% controller, a 50% controller, a 75% controller or an indirect controller, as the case may be;[Act 27 of 2024 wef 01/07/2025]
(ba)
in the case of a person who has obtained the Authority’s approval under section 30B(3A) or who has been exempted from section 30B(3A) under section 30CA, and ceases to be a 50% controller or a 75% controller of the designated electricity licensee, designated entity or trustee-manager of the designated business trust, as the case may be —(i)
the designated electricity licensee or designated entity (as the case may be) is not conducting, or is no longer likely to conduct, its business prudently or to comply with the provisions of this Act because of the cessation; or
(ii)
the trustee-manager of the designated business trust is not conducting, or is no longer likely to conduct, the business of the business trust prudently or to comply with the provisions of this Act because of the cessation;[Act 27 of 2024 wef 01/07/2025]
(c)
in the case of a person who has obtained the Authority’s approval under section 30B(4) or who has been exempted from section 30B(4) under section 30CA, and who has acquired as a going concern a business mentioned in section 30B(4) —(i)
the person is not or ceases to be a fit and proper person; or
(ii)
it is not, or is no longer, in the public interest to allow the person to continue to own or manage that business;
(d)
the person has furnished false or misleading information or documents in connection with an application under section 30B;
(e)
the Authority would not have granted its approval under section 30B had it been aware, at that time, of circumstances relevant to the person’s application for such approval; or
(f)
any condition imposed on the person under section 30B or 30CA has not been complied with.[18/2006; 42/2018]
[Act 27 of 2024 wef 01/07/2025]
(2) Where the person is a 12% controller, a 25% controller, a 30% controller, a 50% controller, a 75% controller or an indirect controller of a designated electricity licensee, designated entity or designated business trust, the Authority may, by written notice —(a)
direct the person to take such steps as are necessary, within such period as may be specified by the Authority, to ensure that the person ceases to be a 12% controller, a 25% controller, a 30% controller, a 50% controller, a 75% controller or an indirect controller of the licensee, entity or business trust;[Act 27 of 2024 wef 01/07/2025]
(b)
direct the person or any of the person’s associates to transfer or dispose of all or any of the equity interests in the licensee, entity or business trust held by the person or the person’s associate (called in this section and section 30E the specified equity interests) within such time and subject to such conditions as the Authority considers appropriate;
(c)
restrict the transfer or disposal of the specified equity interests; or
(d)
make any other direction that the Authority considers appropriate.[42/2018]
[Act 27 of 2024 wef 01/07/2025]
(2A) Where the person has ceased to be a 50% controller or a 75% controller of a designated electricity licensee, designated entity or designated business trust (as the case may be), the Authority may, by written notice —(a)
direct the person to take any steps that are necessary, within the period specified by the Minister, to resume being a 50% controller or a 75% controller, as the case may be;
(b)
direct any transferee to whom the person had transferred its equity interests so as to cease to be a 50% controller or a 75% controller (called in this section and section 30E the relevant equity interests) to take any steps that are necessary, within the period specified by the Minister, to transfer all or any of those equity interests back to the person;
(c)
restrict the transfer or disposal of the relevant equity interests; or
(d)
make any other direction that the Minister considers appropriate.[Act 27 of 2024 wef 01/07/2025]
(3) Where a person has acquired as a going concern a business referred to in section 30B(4), the Authority may —(a)
direct the person to transfer or dispose of all or any part of the business within such time and subject to such conditions as the Authority considers appropriate;
(b)
restrict the transfer or disposal of the business or any part of the business; or
(c)
make any other direction that the Authority considers appropriate.[18/2006; 42/2018]
(4) Before issuing any direction to a person under subsection (2), (2A) or (3), the Authority must, unless the Authority decides that it is not practicable or desirable to do so, give to the person written notice of the Authority’s intention to issue the direction and specify a date by which the person may make written representations with regard to the proposed direction.[18/2006]
[Act 27 of 2024 wef 01/07/2025]
(5) Upon receipt of any written representation referred to in subsection (4), the Authority must consider it for the purpose of determining whether to issue the direction.[18/2006]
(6) Any person to whom a direction is issued under this section must comply with the direction.[18/2006]
(7) The Authority may vary or revoke any direction issued under this section.[18/2006]
Effect of directions
Open ↗30E.—(1) Any direction issued to a person under section 30D takes effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, trust deed or other constitution of the designated electricity licensee, the designated entity or the designated business trust, as the case may be.[18/2006]
(2) Where any direction is issued under section 30D(2)(b) or (c) or (2A)(b) or (c), despite the provisions of any other written law or anything contained in the memorandum or articles of association, trust deed or other constitution, of the licensee, the entity or the business trust, as the case may be —(a)
no voting rights are exercisable in respect of the specified equity interests or relevant equity interests unless the Authority expressly permits such rights to be exercised;[Act 27 of 2024 wef 01/07/2025]
(b)
no equity interest of the licensee, the entity or the business trust may be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified equity interests or relevant equity interests unless the Authority expressly permits such issue or offer; and[Act 27 of 2024 wef 01/07/2025]
(c)
except in a winding up of the licensee, the entity or the business trust, payments must not be made by the licensee, the entity or the trustee‑manager of the business trust of any amount (whether by way of dividends or otherwise) in respect of the specified equity interests or relevant equity interests unless the Authority expressly authorises such payment,
until the transfer or disposal is effected in accordance with the direction or until the direction is revoked, as the case may be.
[18/2006; 42/2018]
[Act 27 of 2024 wef 01/07/2025]
Offences, penalties and defences
Open ↗30F.—(1) Any person who contravenes section 30B or 30D(6) shall be guilty of an offence and shall be liable on conviction —(a)
in the case of an individual, to a fine not exceeding $500,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $50,000 for every day or part of a day during which the offence continues after conviction; or
(b)
in any other case, to a fine not exceeding $1 million and, in the case of a continuing offence, to a further fine not exceeding $100,000 for every day or part of a day during which the offence continues after conviction.[18/2006]
(2) Where a person is charged with an offence in respect of a contravention of section 30B(3) or (3A), it is a defence for the person to prove that —(a)
the person was not aware that the person had contravened section 30B(3) or (3A); and[Act 27 of 2024 wef 01/07/2025]
(b)
the person has, within 14 days of becoming aware that the person had contravened section 30B(3) or (3A), notified the Authority of the contravention and, within such time as may be determined by the Authority, taken such actions in relation to the person’s holding of equity interest or control of voting power in the licensee, the entity or the business trust as the Authority may direct.[18/2006]
[Act 27 of 2024 wef 01/07/2025]
(3) Where a person is charged with an offence in respect of a contravention of section 30B(3), it is also a defence for the person to prove that, even though the person was aware of the contravention —(a)
the contravention occurred as a result of an increase in the holding of equity interest or in the voting power controlled by any of the person’s associates;
(b)
the person has no agreement or arrangement, whether oral or in writing and whether express or implied, with that associate with respect to the acquisition, holding or disposal of equity interest in, or under which they act together in exercising their voting power in relation to, the licensee, the entity or the business trust; and
(c)
the person has, within 14 days of the date of the contravention, notified the Authority of the contravention and, within such time as may be determined by the Authority, taken such actions in relation to the person’s holding of equity interest or control of voting power in the licensee, the entity or the business trust as the Authority may direct.[18/2006]
(3A) Where a person is charged with an offence in respect of a contravention of section 30B(3A), it is also a defence for the person to prove that, even though the person was aware of the contravention —(a)
the contravention occurred as a result of a decrease in the holding of equity interest or in the voting power controlled by any of the person’s associates;
(b)
the person has no agreement or arrangement, whether oral or in writing and whether express or implied, with that associate with respect to the acquisition, holding or disposal of equity interest in, or under which they act together in exercising their voting power in relation to, the licensee, the entity or the business trust; and
(c)
the person has, within 14 days of the date of the contravention, notified the Authority of the contravention and, within such time as may be determined by the Authority, taken such actions in relation to the person’s holding of equity interest or control of voting power in the licensee, the entity or the business trust as the Authority may direct.[Act 27 of 2024 wef 01/07/2025]
(4) Except as provided in subsections (2), (3) and (3A), it is not a defence for a person charged with an offence in respect of a contravention of section 30B(1), (3) or (3A) to prove that the person did not intend to or did not knowingly contravene section 30B(1), (3) or (3A).[18/2006]
[Act 27 of 2024 wef 01/07/2025]
Appointment of chief executive officer, director, etc., of designated electricity licensee
Open ↗30G.—(1) No designated electricity licensee may appoint a person as its chief executive officer, its director or the chairperson of its board of directors unless it has obtained the prior written approval of the Authority.[18/2006]
(2) Where a person has been appointed by a designated electricity licensee as its chief executive officer, its director or the chairperson of its board of directors in contravention of subsection (1), the Authority may issue a direction to the licensee to remove the person as its chief executive officer, its director or the chairperson of its board of directors, as the case may be.[18/2006]
(3) This section has effect despite the provisions of any other written law or of the memorandum or articles of association, or other constitution, of the designated electricity licensee.[18/2006]
(4) In this section —“chief executive officer”, in relation to a designated electricity licensee, means any person, by whatever name described, who is —(a)
in the direct employment of, or acting for or by arrangement with, the designated electricity licensee; and
(b)
principally responsible for the management and conduct of any type of business of the designated electricity licensee,
and includes any person for the time being performing all or any of the functions or duties of a chief executive officer;
“director” has the meaning given by section 4(1) of the Companies Act 1967.[18/2006]
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
