Interpretation of this Part
63A. In this Part, unless the context otherwise requires —“12% controller”, in relation to a designated gas licensee, designated entity or designated business trust, 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 interests in; or
(b)
is in a position to control 12% or more of the voting power in,
the designated gas licensee, designated entity or designated business trust;
[Act 27 of 2024 wef 01/07/2025]
“25% controller”, in relation to a designated gas licensee, designated entity or designated business trust, 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 interests in; or
(b)
is in a position to control 25% or more of the voting power in,
the designated gas licensee, designated entity or designated business trust;
[Act 27 of 2024 wef 01/07/2025]
“30% controller”, in relation to a designated gas licensee, designated entity or designated business trust, 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 interests in; or
(b)
is in a position to control 30% or more of the voting power in,
the designated gas licensee, designated entity or designated business trust;
[Act 27 of 2024 wef 01/07/2025]
“50% controller”, in relation to a designated gas licensee, designated entity or designated business trust, 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 interests in; or
(b)
is in a position to control 50% or more of the voting power in,
the designated gas licensee, designated entity or designated business trust;
[Act 27 of 2024 wef 01/07/2025]
“75% controller”, in relation to a designated gas licensee, designated entity or designated business trust, means a person who, alone or together with the person’s associates —(a)
holds 75% or more of the total equity interests in; or
(b)
is in a position to control 75% or more of the voting power in,
the designated gas licensee, designated entity or designated business trust;
[Act 27 of 2024 wef 01/07/2025]
“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 63CA;
“business trust” has the meaning given by section 2 of the Business Trusts Act 2004;
“chief executive officer”, in relation to a designated gas licensee, means any person, by whatever name described, who —(a)
is in the direct employment of, or acting for or by arrangement with, the designated gas licensee; and
(b)
is principally responsible for the management and conduct of any type of business of the designated gas licensee,
and includes any person for the time being performing all or any of the functions or duties of a chief executive officer;
“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 gas pipeline network (or any part thereof) and which has been declared by the Minister to be a designated business trust for the purposes of this Part;
“designated entity” means an entity, not being a gas licensee —(a)
that owns a gas pipeline network (or any part of a gas pipeline network); 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]
“designated gas licensee” means any of the following:(a)
a gas transporter;
(b)
a gas transport agent;
(c)
an LNG terminal operator;
(d)
any other gas licensee declared by the Minister to be a designated gas licensee for the purposes of this Part;
“entity” includes a corporation and a limited liability partnership;
“equity interest” has the meaning given to that expression in regulations made under section 63CA;
“indirect controller”, in relation to a designated gas licensee, designated entity or designated business trust, means any person, whether acting alone or together with any other person, and whether with or without holding equity interests or controlling the voting power in the designated gas licensee, designated entity or designated business trust —(a)
in accordance with whose directions, instructions or wishes the directors or other officers of the licensee, the entity or the trustee-manager of the business trust (as the case may be) 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 trustee-manager of the business trust,
but does not include —
(c)
in the case of the licensee, any person who is a director or other officer of the licensee and whose appointment as such has been approved by the Authority under section 63H; or
(d)
any person in accordance with whose directions, instructions or wishes the directors or other officers of the licensee, the entity or the trustee‑manager of the business trust (as the case may be) are accustomed to act by reason only that they act on advice given by the person in the person’s professional capacity;
“limited liability partnership” has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;
“trustee-manager” has the meaning given by section 2 of the Business Trusts Act 2004.[24/2007; 43/2018]
Control of equity interests and voting power in, and business of, designated gas licensee, designated entity and designated business trust
63B.—(1) A designated gas licensee, a designated entity or the trustee‑manager of a designated business trust must each give written notice to the Authority if any person acquires equity interest in the licensee, the entity or the business trust (as the case may be) 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.[43/2018]
(2) The notice under subsection (1) must be given within 5 days after the designated gas 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.[43/2018]
(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 gas licensee, a designated entity or a designated business trust without obtaining the prior written approval of the Authority.[43/2018]
[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 gas 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 thereof) of a designated gas licensee conducted pursuant to its licence;
(b)
the business (or any part thereof) of a designated entity which —(i)
for a designated entity within paragraph (a) of the definition of “designated entity” in section 63A — relates to a gas pipeline network or any part thereof owned by the designated entity; and
(ii)
for a designated entity within paragraph (b) of the definition of “designated entity” in section 63A — 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 thereof) of a designated business trust relating to a gas pipeline network or any part thereof 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.
[24/2007; 43/2018]
Approval of applications under section 63B
63C.—(1) The Authority may approve an application of a person for the Authority’s approval under section 63B(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 —(i)
the designated gas licensee or designated entity (as the case may be) will continue to conduct its business prudently and comply with the provisions of this Act; or
(ii)
the trustee-manager of the designated business trust will continue to conduct the business of the business trust 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.[24/2007]
(1A) The Authority may approve an application of a person for the Authority’s approval under section 63B(3A) if the Authority is satisfied that —(a)
the designated gas licensee, the designated entity or the trustee-manager of the designated business trust will continue to conduct its business or the business of the business trust (as the case may be) 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]
(2) The Authority may approve an application for the Authority’s approval under section 63B(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 or reliability of the conveyance of gas to consumers’ premises; and
(c)
it is in the public interest to do so.[24/2007]
(3) Any approval granted by the Authority under this section is without prejudice to the operation of Part 9.[24/2007]
(4) 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 gas licensee, designated entity or designated business trust; or
(b)
restricting the exercise of voting power in the designated gas licensee, designated entity or designated business trust.[24/2007]
(5) The Authority may at any time add to, vary or revoke any condition imposed under this section.[24/2007]
(6) Any condition imposed 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 designated gas licensee, designated entity or designated business trust.[24/2007; 43/2018]
Regulations for carrying out sections 63B and 63C
63CA.—(1) The Authority may, with the approval of the Minister, make such regulations under section 96 as are necessary or expedient for carrying out the purposes of sections 63B and 63C.[43/2018]
(2) Without limiting subsection (1), the regulations may prescribe —(a)
the meaning of equity interest and the circumstances under which a person is treated as holding a percentage of the total equity interest in a designated gas licensee, a designated entity or a designated business trust;
(b)
the circumstances under which a person is treated as being in a position to control a percentage of the voting power in a designated gas licensee, a designated entity or a designated business trust;
(c)
the circumstances under which a person is treated as having acquired as a going concern a business mentioned in section 63B(4);
(d)
the circumstances under which a person is treated as being an associate for the purposes of sections 63A, 63E and 63G; and
(e)
the manner in which any notice or application under section 63B must be given or made, and the person or persons who must give the notice or make the application.[43/2018]
Power to exempt
63D. 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 63B(1), (3), (3A) or (4), subject to such conditions as may be specified in the order.
[24/2007]
[Act 27 of 2024 wef 01/07/2025]
Power to issue directions
63E.—(1) The Authority may issue any direction under subsection (2), (2A) or (3) (as the case may be) to a person if the Authority is satisfied that —(a)
the person has contravened section 63B(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 63B(3) or who has been exempted from section 63B(3) under section 63D —(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 gas 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 63B(3A) or who has been exempted from section 63B(3A) under section 63D, and ceases to be a 50% controller or a 75% controller of the designated gas licensee, designated entity or trustee-manager of the designated business trust, as the case may be —(i)
the designated gas 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 63B(4) or who has been exempted from section 63B(4) under section 63D, and who has acquired as a going concern a business referred to in section 63B(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 to the Authority in connection with the person’s application for the Authority’s approval under section 63B(3), (3A) or (4);[Act 27 of 2024 wef 01/07/2025]
(e)
the Authority would not have approved the person’s application for its approval under section 63B(3), (3A) or (4) had it been aware, at that time, of circumstances relevant to the application; or[Act 27 of 2024 wef 01/07/2025]
(f)
any condition imposed on the person under section 63C or 63D has not been complied with.[24/2007]
[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 gas 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 63F 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.[24/2007]
[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 gas 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 63F 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 the person has acquired as a going concern a business referred to in section 63B(4), the Authority may, by written notice —(a)
direct the person to transfer or dispose of the business or any part thereof 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 thereof; or
(c)
make such other direction as the Authority considers appropriate.[24/2007]
(4) Before issuing any direction to any 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 that person notice in writing of the Authority’s intention to issue the direction and specifying a date by which the person may make written representations with regard to the proposed direction.[24/2007]
[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.[24/2007]
(6) Any person to whom a direction is issued under this section must comply with the direction.[24/2007]
(7) The Authority may at any time vary or revoke any direction issued under this section.[24/2007]
Effect of directions
63F.—(1) Any direction issued by the Authority to any person under section 63E 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 gas licensee, designated entity or designated business trust, as the case may be.[24/2007; 43/2018]
(2) Where any direction is issued under section 63E(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 designated gas licensee, designated entity or designated 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 interests in the licensee, entity or 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, entity or business trust, payments must not be made by the licensee, entity or 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 restriction on the transfer or disposal is removed, as the case may be.
[24/2007; 43/2018]
[Act 27 of 2024 wef 01/07/2025]
Offences, penalties and defences
63G.—(1) Any person who contravenes section 63B(1), (3), (3A) or (4) or 63E(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.[24/2007]
[Act 27 of 2024 wef 01/07/2025]
(2) Where a person is charged with an offence in respect of a contravention of section 63B(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 63B(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 63B(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 interests or control of the voting power in the designated gas licensee, designated entity or designated business trust as the Authority may direct.[24/2007]
[Act 27 of 2024 wef 01/07/2025]
(3) Where a person is charged with an offence in respect of a contravention of section 63B(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 interests, 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 interests or other interests in, or under which they act together in exercising their voting power in relation to, the designated gas licensee, designated entity or designated 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 interests or control of the voting power in the designated gas licensee, designated entity or designated business trust as the Authority may direct.[24/2007; 43/2018]
(3A) Where a person is charged with an offence in respect of a contravention of section 63B(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 interests 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 interests in, or under which they act together in exercising their voting power in relation to, the designated gas licensee, the designated entity or the designated 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 interests or control of voting power in the designated gas licensee, the designated entity or the designated 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 63B(1), (3) or (3A) to prove that the person did not intend to or did not knowingly contravene section 63B(1), (3) or (3A).[24/2007; 43/2018]
[Act 27 of 2024 wef 01/07/2025]
Appointment of chief executive officer, director, etc., of designated gas licensee
63H.—(1) No designated gas 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.[24/2007]
(2) Where a person has been appointed by a designated gas 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 that person as its chief executive officer, its director or the chairperson of its board of directors, as the case may be.[24/2007]
(3) This section has effect despite the Companies Act 1967 or anything contained in the memorandum or articles of association, or other constitution, of the designated gas licensee.[24/2007]
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
The Singapore legislation on this platform is subject to copyright of the Singapore Government and is used/reproduced for the purposes of this platform with the permission of the Attorney-General's Chambers. Users of this platform may check Singapore Statutes Online for the latest version of the Singapore legislation.
