§ 76 — Certificate of transfer

76.—(1) If the Minister approves a determination, the Minister must, as soon as practicable, issue a certificate of transfer, which comes into effect on the date specified by the Minister in the certificate.(2) The certificate must specify such information as may be prescribed by regulations made under section 135.

(3) The certificate may make provision for all or any of the following matters:(a)

the transfer to the transferee of all or any of the shares of the transferor in the pertinent financial institution;

(b)

any share in the pertinent financial institution which is held by the transferor as trustee;

(c)

the consideration, if any, to be paid by the transferee to the transferor, and the period within which the consideration is to be paid;

(d)

such incidental, consequential and supplementary matters as are, in the Minister’s opinion, necessary to secure that the transfer is fully effective, including conditions relating to the transfer.

(4) The Minister may at any time before the certificate comes into effect add to, vary or revoke any matter specified in the certificate.

(5) On or before the date on which the certificate comes into effect, the Authority must cause the certificate and any addition, variation or revocation referred to in subsection (4) to be —(a)

served on the pertinent financial institution; and

(b)

published in the Gazette and in such newspaper or newspapers as the Minister may determine.

(6) Despite any written law or rule of law, or anything in the memorandum and articles of association of the pertinent financial institution, upon the certificate coming into effect —(a)

any share of the transferor that is to be transferred under the certificate is transferred to and vests in the transferee, free from any claim or encumbrance, without other or further assurance, act or deed; and

(b)

the certificate has effect according to its tenor and is binding on any person thereby affected.

(7) To avoid doubt, the shares of the transferor are transferred to and vest in the transferee in accordance with subsection (6), despite the death or dissolution, the bankruptcy or winding up, or the mental or other incapacity, of the transferor.

(8) Section 130(1) of the Insolvency, Restructuring and Dissolution Act 2018 does not apply to the transfer of any share under the certificate.

(9) Where the transfer of shares under the certificate results in the transferee becoming a significant shareholder of the pertinent financial institution, upon the coming into effect of the certificate, the transferee —(a)

is treated as having obtained the approval of the Minister or the Authority (as the case may be) under the significant shareholder provisions applicable to the pertinent financial institution, in respect of the shares; and

(b)

is not required to make a take-over offer or to acquire the shares of the other shareholders of the pertinent financial institution, despite the provisions of the Companies Act 1967 or the Take‑over Code.

(10) A transferor or transferee who fails to comply with any provision in the certificate shall be guilty of an offence and shall be liable on conviction —(a)

in the case of an individual, to a fine not exceeding $125,000 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 $12,500 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 $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction.

(11) Where a person is charged with an offence under subsection (10), it is a defence for the person to prove that —(a)

the person was not aware that the person had contravened any provision in the certificate; and

(b)

the person has complied with the provision within a reasonable time after becoming aware of the contravention.

(12) Except as provided in subsection (11), it is not a defence for a person charged with an offence under subsection (10) that the person did not intend to or did not knowingly contravene any provision in the certificate.

(13) Despite section 62(2) but subject to section 134, during the period beginning on the date on which the Minister publishes the notice under section 75(6) in the Gazette on the transfer of any share in a pertinent financial institution or (where the notice is not published in the Gazette) the date on which the Authority publishes the certificate under subsection (5) in the Gazette on the transfer of the share, and ending on the date on which the transfer of the share comes into effect —(a)

no enforcement order or other legal process may be commenced or continued against the share;

(b)

no steps may be taken to enforce any security over the share;

(c)

any sale, transfer, assignment or other disposition of the share is void;

(d)

no voting rights are exercisable in respect of the share, unless the Minister expressly permits such rights to be exercised;

(e)

no shares in the pertinent financial institution may be issued or offered (whether by ways of rights, bonus or otherwise) in respect of the share, unless the Minister expressly permits such issue or offer;

(f)

no payment may be made by the pertinent financial institution of any amount (whether by dividends or otherwise) in respect of the share, unless the Minister expressly authorises such payment;

(g)

no resolution may be passed, and no order may be made, for the winding up of the pertinent financial institution;

(h)

no judicial manager may be appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to the pertinent financial institution;

(i)

no proceedings may be commenced or continued against the pertinent financial institution in respect of any business of the pertinent financial institution;

(j)

no enforcement order, distress or other legal process may be commenced, levied or continued against any property of the pertinent financial institution;

(k)

no steps may be taken to enforce any security over any property of the pertinent financial institution; and

(l)

any sale, transfer, assignment or other disposition of any property of the pertinent financial institution is void, except for (where the pertinent financial institution is an insurer licensed under the Insurance Act 1966) any payment of claims to policy owners or claimants, other than policy owners who are related corporations of the pertinent financial institution.

—(1) If the Minister approves a determination, the Minister must, as soon as practicable, issue a certificate of transfer, which comes into effect on the date specified by the Minister in the certificate.

(2) The certificate must specify such information as may be prescribed by regulations made under section 135.

(3) The certificate may make provision for all or any of the following matters:(a)

the transfer to the transferee of all or any of the shares of the transferor in the pertinent financial institution;

(b)

any share in the pertinent financial institution which is held by the transferor as trustee;

(c)

the consideration, if any, to be paid by the transferee to the transferor, and the period within which the consideration is to be paid;

(d)

such incidental, consequential and supplementary matters as are, in the Minister’s opinion, necessary to secure that the transfer is fully effective, including conditions relating to the transfer.

(4) The Minister may at any time before the certificate comes into effect add to, vary or revoke any matter specified in the certificate.

(5) On or before the date on which the certificate comes into effect, the Authority must cause the certificate and any addition, variation or revocation referred to in subsection (4) to be —(a)

served on the pertinent financial institution; and

(b)

published in the Gazette and in such newspaper or newspapers as the Minister may determine.

(6) Despite any written law or rule of law, or anything in the memorandum and articles of association of the pertinent financial institution, upon the certificate coming into effect —(a)

any share of the transferor that is to be transferred under the certificate is transferred to and vests in the transferee, free from any claim or encumbrance, without other or further assurance, act or deed; and

(b)

the certificate has effect according to its tenor and is binding on any person thereby affected.

(7) To avoid doubt, the shares of the transferor are transferred to and vest in the transferee in accordance with subsection (6), despite the death or dissolution, the bankruptcy or winding up, or the mental or other incapacity, of the transferor.

(8) Section 130(1) of the Insolvency, Restructuring and Dissolution Act 2018 does not apply to the transfer of any share under the certificate.

(9) Where the transfer of shares under the certificate results in the transferee becoming a significant shareholder of the pertinent financial institution, upon the coming into effect of the certificate, the transferee —(a)

is treated as having obtained the approval of the Minister or the Authority (as the case may be) under the significant shareholder provisions applicable to the pertinent financial institution, in respect of the shares; and

(b)

is not required to make a take-over offer or to acquire the shares of the other shareholders of the pertinent financial institution, despite the provisions of the Companies Act 1967 or the Take‑over Code.

(10) A transferor or transferee who fails to comply with any provision in the certificate shall be guilty of an offence and shall be liable on conviction —(a)

in the case of an individual, to a fine not exceeding $125,000 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 $12,500 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 $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction.

(11) Where a person is charged with an offence under subsection (10), it is a defence for the person to prove that —(a)

the person was not aware that the person had contravened any provision in the certificate; and

(b)

the person has complied with the provision within a reasonable time after becoming aware of the contravention.

(12) Except as provided in subsection (11), it is not a defence for a person charged with an offence under subsection (10) that the person did not intend to or did not knowingly contravene any provision in the certificate.

(13) Despite section 62(2) but subject to section 134, during the period beginning on the date on which the Minister publishes the notice under section 75(6) in the Gazette on the transfer of any share in a pertinent financial institution or (where the notice is not published in the Gazette) the date on which the Authority publishes the certificate under subsection (5) in the Gazette on the transfer of the share, and ending on the date on which the transfer of the share comes into effect —(a)

no enforcement order or other legal process may be commenced or continued against the share;

(b)

no steps may be taken to enforce any security over the share;

(c)

any sale, transfer, assignment or other disposition of the share is void;

(d)

no voting rights are exercisable in respect of the share, unless the Minister expressly permits such rights to be exercised;

(e)

no shares in the pertinent financial institution may be issued or offered (whether by ways of rights, bonus or otherwise) in respect of the share, unless the Minister expressly permits such issue or offer;

(f)

no payment may be made by the pertinent financial institution of any amount (whether by dividends or otherwise) in respect of the share, unless the Minister expressly authorises such payment;

(g)

no resolution may be passed, and no order may be made, for the winding up of the pertinent financial institution;

(h)

no judicial manager may be appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to the pertinent financial institution;

(i)

no proceedings may be commenced or continued against the pertinent financial institution in respect of any business of the pertinent financial institution;

(j)

no enforcement order, distress or other legal process may be commenced, levied or continued against any property of the pertinent financial institution;

(k)

no steps may be taken to enforce any security over any property of the pertinent financial institution; and

(l)

any sale, transfer, assignment or other disposition of any property of the pertinent financial institution is void, except for (where the pertinent financial institution is an insurer licensed under the Insurance Act 1966) any payment of claims to policy owners or claimants, other than policy owners who are related corporations of the pertinent financial institution.