Division 1 — Disclosure of Interest in Corporation
Application and interpretation of this Division
130.—(1) This section has effect for the purposes of this Division but does not affect the operation of any other provision of this Act.[2/2009]
(2) A reference to a corporation is a reference —(a)
to a company any or all of the shares in which are listed for quotation on the official list of an approved exchange; or
(b)
to a corporation (not being a company, or a collective investment scheme constituted as a corporation) any or all of the shares in which are listed for quotation on the official list of an approved exchange, such listing being a primary listing.[2/2009; 4/2017]
(3) In relation to a corporation the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock is deemed to be an interest in an issued share in the corporation having attached to it the same rights as are attached to that stock.[2/2009]
(4) A reference to a member —(a)
in relation to a company, means a person who is a member of the company under section 19(6) of the Companies Act 1967; and
(b)
in relation to a corporation (other than a company), means any person equivalent to a member of a company.[2/2009]
(5) To avoid doubt, section 4 applies for the purpose of determining whether a person has an interest in securities or securities‑based derivatives contracts under this Division.[35/2014; 4/2017]
(6) For the purposes of sections 133(3)(b)(i), 135(2)(b), 136(1), 137(1) and 137E(6), a person is conclusively presumed to have been aware of a fact or occurrence at a particular time —(a)
of which he or she would, if he had acted with reasonable diligence in the conduct of his or her affairs, have been aware at that time;
(b)
where the person is a body corporate or unincorporated association (other than a partnership), of which its officer would, if he or she had acted with reasonable diligence in the conduct of its affairs, have been aware at that time;
(c)
where the person is a limited liability partnership, of which its partner or manager would, if he or she had acted with reasonable diligence in the conduct of its affairs, have been aware at that time; or
(d)
where the person is a partnership, of which its partner would, if he or she had acted with reasonable diligence in the conduct of its affairs, have been aware at that time.[2/2009]
(7) In this section —“officer” —(a)
in relation to a body corporate, means a director, member of the committee of management, chief executive officer, manager, secretary or other similar officer of the body, and includes a person purporting to act in any such capacity; or
(b)
in relation to an unincorporated association (other than a partnership), means the president, the secretary, or a member of the committee of the association, or a person holding a position analogous to that of president, secretary or member of the committee, and includes a person purporting to act in such capacity;
“partner” includes a person purporting to act as a partner.[2/2009]
Persons obliged to comply with this Division and power of Authority to grant exemption or extension
131.—(1) The obligation to comply with this Division extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all entities, whether formed, constituted or carrying on business in Singapore or not.[2/2009]
(2) This Division extends to acts done or omitted to be done outside Singapore.[2/2009]
(3) The Authority may exempt any person or class of persons from any or all of the provisions of this Division.[2/2009]
(4) The Authority may by written notice impose on a person exempted under subsection (3), or by regulations impose on a class of persons exempted under that subsection, such conditions or restrictions as the Authority thinks fit and the person or persons must comply with such conditions or restrictions.[2/2009]
(5) Any person who contravenes any condition or restriction imposed under subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.[2/2009]
(6) The Authority may, on the application of a person required to give a notice under this Division, extend, or further extend, the time for giving the notice.[2/2009]
Authority may extend scope of Division in certain circumstances
132. The Authority may, if it thinks it is necessary in the interests of the public or a section of the public, to protect investors, or to enhance market transparency, by regulations extend, with or without modifications or adaptations, the provisions of this Division ––(a)
to any person or class of persons, other than the persons to which this Division applies;
(aa)
to any securities or securities‑based derivatives contracts, or class of securities or securities‑based derivatives contracts, other than the securities or securities‑based derivatives contracts to which this Division applies;
(ab)
to any interests in securities or securities‑based derivatives contracts, or class of interests in securities or securities‑based derivatives contracts, other than the interests in securities or securities‑based derivatives contracts to which this Division applies; or
(b)
to require the disclosure of interests in any entity, arrangement or trust other than a corporation,
and the provisions of this Division apply accordingly.
[2/2009; 4/2017]
Subdivision (1) — Disclosure by directors and chief executive officer of corporation
Duty of director or chief executive officer to notify corporation of his or her interests
133.—(1) Every director and chief executive officer of a corporation must give written notice to the corporation of particulars of —(a)
shares in ––(i)
the corporation; or
(ii)
a related corporation of the corporation,
which he or she holds, or in which he or she has an interest and the nature and extent of that interest;
(b)
debentures of —(i)
the corporation; or
(ii)
a related corporation of the corporation,
which he or she holds, or in which he or she has an interest and the nature and extent of that interest;
(c)
his or her rights or options, or rights or options of his or hers and another person or other persons, in respect of the acquisition or disposal of shares in or debentures of —(i)
the corporation; or
(ii)
a related corporation of the corporation;
(d)
contracts to which he or she is a party, or under which he or she is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in ––(i)
the corporation; or
(ii)
a related corporation of the corporation;
(e)
participatory interests made available by —(i)
the corporation; or
(ii)
a related corporation of the corporation,
which he or she holds, or in which he or she has an interest and the nature and extent of that interest;
(f)
such other securities or securities‑based derivatives contracts as the Authority may prescribe, which are held, whether directly or indirectly, by him or her, or in which he or she has an interest and the nature and extent of that interest; and
(g)
any change in respect of the particulars of any matter referred to in paragraphs (a) to (f).[2/2009; 4/2017]
(2) Paragraphs (a)(ii), (b)(ii), (c)(ii), (d)(ii), (e) and (g) (in respect of a change in the particulars of any matter referred to in paragraphs (a)(ii), (b)(ii), (c)(ii), (d)(ii) and (e)) of subsection (1) only apply to a director of a corporation which is a company.[2/2009]
(3) A notice under subsection (1) —(a)
must be in such form and must contain such information as the Authority may prescribe; and
(b)
must be given —(i)
in the case of a notice under subsection (1)(g), within 2 business days after the director or chief executive officer becomes aware of the change; or
(ii)
in any other case, within 2 business days after —(A)
the date on which the director or chief executive officer becomes such a director or chief executive officer; or
(B)
the date on which the director or chief executive officer becomes a holder of, or acquires an interest in, the shares, debentures, rights, options, contracts, participatory interests, other securities or securities‑based derivatives contracts referred to in subsection (1),
whichever last occurs.
[2/2009; 4/2017]
(4) For the purposes of this section ––(a)
a director or chief executive officer of a corporation is deemed to have an interest in securities or securities‑based derivatives contracts referred to in subsection (1) if a family member of the director or chief executive officer (not being himself or herself a director or chief executive officer of the corporation) (as the case may be) holds or has an interest in those securities or securities‑based derivatives contracts; and
(b)
any contract entered into by, any assignment or right of subscription made or exercised by, or any grant made to, a family member of a director or chief executive officer of a corporation (not being himself or herself a director or chief executive officer of the corporation) is deemed to have been entered into by, made or exercised by or made to the director or chief executive officer.[2/2009; 4/2017]
(5) In this section ––(a)
a reference to a participatory interest is a reference to a unit in a collective investment scheme; and
(b)
a reference to a person who holds or acquires participatory interests, other securities or securities‑based derivatives contracts referred to in subsection (1), or an interest in shares, debentures, participatory interests, other securities or securities‑based derivatives contracts referred to in that subsection, includes a reference to a person who under an option holds or acquires a right to acquire or dispose of the participatory interests, securities or securities‑based derivatives contracts, or the interest in shares, debentures, participatory interests, securities or securities‑based derivatives contracts.[2/2009; 4/2017]
(6) In this section, “family member” means a spouse, or a son, adopted son, stepson, daughter, adopted daughter or stepdaughter below the age of 21 years.[2/2009]
Penalties under this Subdivision
134.—(1) Any director or chief executive officer of a corporation who —(a)
intentionally or recklessly contravenes section 133(1)(a)(i), (b)(i), (c)(i), (d)(i) or (f), or section 133(1)(g) in respect of a change in the particulars of any matter referred to in section 133(1)(a)(i), (b)(i), (c)(i), (d)(i) and (f);
(b)
intentionally or recklessly contravenes section 133(3) in respect of a notice of the particulars of any matter referred to in section 133(1)(a)(i), (b)(i), (c)(i), (d)(i) and (f) or of a change in any of those particulars; or
(c)
in purported compliance with section 133(1)(a)(i), (b)(i), (c)(i), (d)(i) or (f), or section 133(1)(g) in respect of a change in the particulars of any matter referred to in section 133(1)(a)(i), (b)(i), (c)(i), (d)(i) and (f), provides any information which he or she knows is false or misleading in a material particular or is reckless as to whether it is,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both 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.
[2/2009]
(2) Any director or chief executive officer of a corporation who —(a)
contravenes section 133(1) or (3); or
(b)
in purported compliance with section 133, provides any information which is false or misleading in a material particular,
in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
[2/2009]
(3) No proceedings shall be instituted against a person for an offence under this section after ––(a)
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
(b)
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.[2/2009]
Subdivision (2) — Disclosure by substantial shareholders in corporation
Duty of substantial shareholder to notify corporation of interests
135.—(1) A person who is or (if the person has ceased to be one) had been a substantial shareholder in a corporation must give written notice to the corporation of particulars of the voting shares in the corporation in which the person has or had an interest or interests and the nature and extent of that interest or those interests.[2/2009]
(2) A notice under subsection (1) —(a)
must be in such form and must contain such information as the Authority may prescribe;
(b)
must be given within 2 business days after the person becomes aware that the person is or (if the person has ceased to be one) had been a substantial shareholder; and
(c)
must be given even though the person has ceased to be a substantial shareholder before the expiration of the period referred to in paragraph (b).[2/2009]
Duty of substantial shareholder to notify corporation of change in interests
136.—(1) Where there is a change in the percentage level of the interest or interests of a substantial shareholder in a corporation in voting shares in the corporation, the substantial shareholder must give written notice to the corporation within 2 business days after the substantial shareholder becomes aware of the change.[2/2009]
(2) A notice under subsection (1) must be in such form and must contain such information as the Authority may prescribe.[2/2009]
(3) In subsection (1), “percentage level”, in relation to a substantial shareholder in a corporation, means the percentage figure ascertained by expressing the total votes attached to all the voting shares in which the substantial shareholder has an interest or interests immediately before or (as the case may be) immediately after the relevant time, as a percentage of the total votes attached to —(a)
all the voting shares (excluding treasury shares) in the corporation; or
(b)
where the share capital of the corporation is divided into 2 or more classes of shares, all the voting shares (excluding treasury shares) in the class concerned,
and, if it is not a whole number, rounding that figure down to the next whole number.
[2/2009]
Duty of person who ceases to be substantial shareholder to notify corporation
137.—(1) A person who ceases to be a substantial shareholder in a corporation must give written notice to the corporation within 2 business days after the person becomes aware that the person has ceased to be a substantial shareholder.[2/2009]
(2) A notice under subsection (1) must be in such form and must contain such information as the Authority may prescribe.[2/2009]
Beneficial owner to ensure notification by person who holds, acquires or disposes of interests on beneficial owner’s behalf
137A. Where a person (A) authorises another person (B) to hold, acquire or dispose of, on A’s behalf, voting shares or an interest or interests in voting shares in a corporation, A must take reasonable steps to ensure that B notifies A as soon as practicable and, in any case, no later than 2 business days after any acquisition or disposal of any of those voting shares or interest or interests in voting shares effected by B on A’s behalf which will or may give rise to any duty on the part of A to give notice under this Subdivision.[2/2009]
Notification by person who holds, acquires or disposes of interests for benefit of another person
137B. Where a person (A) holds voting shares in a corporation, being voting shares in which another person (B) has an interest, A must give to B a notice of any acquisition or disposal of any of those shares effected by A, in such form as the Authority may prescribe, as soon as practicable and, in any case, no later than 2 business days after acquiring or disposing of the shares.[2/2009]
Corporation to keep register of substantial shareholders
137C.—(1) A corporation must keep a register in which it must immediately enter —(a)
the names of persons from whom it has received a notice under section 135; and
(b)
against each name so entered, the information given in the notice and, where it receives a notice under section 136 or 137, the information given in that notice.[2/2009]
(2) The corporation must keep the register at its registered office or, if the corporation does not have a registered office, at its principal place of business in Singapore and the register must be open for inspection by a member of the corporation without charge, and by any other person on payment for each inspection of a sum of $2 or such lesser sum as the corporation requires.[2/2009]
(3) A person may request the corporation to provide the person with a copy of the register or any part of the register on payment in advance of a sum of $1 or such lesser sum as the corporation requires for every page or part thereof required to be copied, and the corporation must send the copy to that person within 14 days, or such longer period as the Authority may allow in any particular case, after the day on which the corporation received the request.[2/2009]
(4) The Authority may at any time in writing require the corporation to provide it with a copy of the register or any part of the register and the corporation must send the copy to the Authority within 7 days after the day on which the corporation received the requirement.[2/2009]
(5) Any corporation which fails to comply with subsection (1), (2), (3) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.[2/2009]
(6) A corporation is not, by reason of anything done under this Subdivision —(a)
to be taken for any purpose of the Companies Act 1967 to have notice of; or
(b)
to be put upon inquiry as to,
a right of a person to or in relation to a share in the corporation.
[2/2009]
Penalties under this Subdivision
137D.—(1) Any person who —(a)
intentionally or recklessly contravenes section 135, 136(1) or (2), 137, 137A or 137B; or
(b)
in purported compliance with section 135, 136, 137 or 137B, provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is,
shall be guilty of an offence and shall —
(c)
in the case of an individual, be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both 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; or
(d)
in the case of a corporation, be liable on conviction 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.[2/2009]
(2) Any person who —(a)
contravenes section 135, 136(1) or (2), 137, 137A or 137B; or
(b)
in purported compliance with section 135, 136, 137 or 137B, provides any information which is false or misleading in a material particular,
in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
[2/2009]
(3) No proceedings shall be instituted against a person for an offence under this section after ––(a)
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
(b)
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.[2/2009]
Powers of court with respect to non‑compliance by substantial shareholders
137E.—(1) Where a person is or has been a substantial shareholder in a corporation and has failed to comply with section 135, 136 or 137, a court may, on the application of the Authority, whether or not that failure still continues, make one or more of the following orders:(a)
an order restraining the person who is or has been a substantial shareholder from disposing of any interest in shares in the corporation in which that person is or has been a substantial shareholder;
(b)
an order restraining a person who is, or is entitled to be the holder of the shares referred to in paragraph (a) from disposing of any interest in those shares;
(c)
an order restraining the exercise by any person of any voting or other rights attached to any share in the corporation in which the substantial shareholder has or has had an interest;
(d)
an order directing the corporation not to make payment, or to defer making payment, of any sum due from the corporation in respect of any share in which the substantial shareholder has or has had an interest;
(e)
an order directing the sale of any or all of the shares in the corporation in which the substantial shareholder has or has had an interest;
(f)
an order directing the corporation not to register or cause to be registered in the register of members the transfer or transmission of shares specified by the court;
(g)
an order directing the Depository (within the meaning of section 81SF) or any depository corporation not to register or cause to be registered the transfer or transmission of any shares or interest in shares in the corporation specified by the court;
(h)
an order that any exercise by any person of the voting or other rights attached to shares in the corporation specified by the court in which the substantial shareholder has or has had an interest be disregarded;
(i)
for the purposes of securing compliance with any other order made under this section, an order directing the corporation or any other person to do or refrain from doing an act specified by the court.[2/2009; 35/2014]
(2) Any order made under this section may include such ancillary or consequential provisions as the court thinks just.[2/2009]
(3) An order made under this section directing the sale of any share may provide that the sale is to be made within such time and subject to such conditions (if any) as the court thinks fit, including, if the court thinks fit, a condition that the sale must not be made to a person who is, or, as a result of the sale, would become a substantial shareholder in the corporation.[2/2009]
(4) Where a share is not sold in accordance with an order of the court under this section, the Authority may apply to the court for directions, including directions as to who the unsold share is to vest in.[2/2009]
(5) The court, before making an order under this section and in determining the terms of such an order, is to satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person.[2/2009]
(6) The court is not to make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied —(a)
that the failure of the person who is or has been a substantial shareholder to comply as mentioned in subsection (1) was due to the person’s inadvertence or mistake or to the person not being aware of a relevant fact or occurrence; and
(b)
that in all the circumstances, the failure ought to be excused.[2/2009]
(7) The court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both.[2/2009]
(8) The court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order.[2/2009]
(9) Any person who contravenes an order made under this section that is applicable to the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.[2/2009]
(10) Subsection (9) does not affect the powers of the court in relation to the punishment of contempt of the court.[2/2009]
Power of corporation to require disclosure of beneficial interest in its voting shares
137F.—(1) Any corporation may by written notice require any member of the corporation within such reasonable time as is specified in the notice —(a)
to inform it whether the member holds any voting shares in the corporation as beneficial owner or as trustee; and
(b)
if the member holds them as trustee, to indicate so far as the member can the persons for whom the member holds them (either by name or by other particulars sufficient to enable those persons to be identified) and the nature of their interest.[2/2009]
(2) Where a corporation is informed pursuant to a notice given to any person under subsection (1) or under this subsection that any other person has an interest in any of the voting shares in the corporation, the corporation may by written notice require that other person within such reasonable time as is specified in the notice —(a)
to inform it whether that other person holds that interest as beneficial owner or as trustee; and
(b)
if that other person holds it as trustee, to indicate so far as that other person can the persons for whom that other person holds it (either by name or by other particulars sufficient to enable them to be identified) and the nature of their interest.[2/2009]
(3) Any corporation may by written notice require any member of the corporation to inform it, within such reasonable time as is specified in the notice, whether any of the voting rights carried by any voting shares in the corporation held by the member are the subject of an agreement or arrangement under which another person is entitled to control the member’s exercise of those rights and, if so, to give particulars of the agreement or arrangement and the parties to it.[2/2009]
(4) The notice referred to in subsection (1), (2) or (3) must contain such other information as the Authority may prescribe, and the delivery of such notice must comply with such requirements as the Authority may prescribe.[2/2009]
(5) Any person to whom a notice is issued under subsection (1), (2) or (3) must comply with that notice.[2/2009]
(6) Whenever a corporation receives information from a person pursuant to a requirement imposed on the person under this section with respect to shares held by a member of the corporation, it is under an obligation to inscribe against the name of that member in a separate part of the register kept by it under section 137C —(a)
the fact that the requirement was imposed and the date on which it was imposed; and
(b)
the information received pursuant to the requirement.[2/2009]
(7) Section 137C applies in relation to the part of the register referred to in subsection (6) as it applies in relation to the remainder of the register and as if references to subsection (1) of that section included references to subsection (6).[2/2009]
(8) Any person who —(a)
intentionally or recklessly contravenes subsection (5); or
(b)
in purported compliance with subsection (5), provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is,
shall be guilty of an offence and shall —
(c)
in the case of an individual, be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both 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; or
(d)
in the case of a corporation, be liable on conviction 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.[2/2009]
(9) Any person who —(a)
contravenes subsection (5); or
(b)
in purported compliance with subsection (5), provides any information which is false or misleading in a material particular,
in circumstances other than as set out in subsection (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
[2/2009]
(10) A person shall not be guilty of an offence under subsection (8)(a) or (9)(a) if the person proves that the information in question was already in the possession of the corporation or that the requirement to give it was for any other reason frivolous or vexatious.[2/2009]
(11) No proceedings shall be instituted against a person for an offence under this section after ––(a)
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
(b)
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.[2/2009]
Subdivision (3) — Disclosure by corporation
Duty of corporation to make disclosure
137G.—(1) Where a corporation has been notified in writing by —(a)
a director or chief executive officer of the corporation pursuant to a requirement imposed on him or her under section 133(1)(a)(i), (b)(i), (c)(i), (d)(i) or (f), or under section 133(1)(g) in respect of a change in the particulars of any matter referred to in section 133(1)(a)(i), (b)(i), (c)(i), (d)(i) and (f); or
(b)
a substantial shareholder in the corporation pursuant to a requirement imposed on the substantial shareholder under section 135, 136 or 137,
the corporation must announce or otherwise disseminate the information stated in the notice to the organised market operated by the approved exchange on whose official list any or all of the shares of the corporation are listed, as soon as practicable and in any case, no later than the end of the business day following the day on which the corporation received the notice.
[2/2009; 4/2017]
(2) The corporation must announce or otherwise disseminate the information in such form and manner as the Authority may prescribe.[2/2009]
(3) Any corporation that —(a)
intentionally or recklessly contravenes subsection (1) or (2); or
(b)
in purported compliance with this section, announces or disseminates any information knowing that it is false or misleading in a material particular or reckless as to whether it is,
shall be guilty of an offence and shall be liable on conviction 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.
[2/2009]
(4) Any corporation that —(a)
contravenes subsection (1) or (2); or
(b)
in purported compliance with this section, announces or disseminates any information that is false or misleading in a material particular,
in circumstances other than as set out in subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
[2/2009]
(5) Where an offence has been committed by a corporation under subsection (3) or (4), any officer of the corporation who —(a)
causes the corporation to contravene subsection (1);
(b)
announces or disseminates, or permits or authorises the announcement or dissemination of, the information that is false or misleading in a material particular; or
(c)
announces or disseminates, or permits or authorises the announcement or dissemination of the information in contravention of subsection (2),
must —
(d)
if he or she had acted intentionally or recklessly, or with knowledge that the information so announced or disseminated is false or misleading in a material particular or is reckless as to whether it is, be guilty of an offence and be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both; or
(e)
if he or she had acted negligently, be guilty of an offence and be liable on conviction to a fine not exceeding $25,000.[2/2009]
(6) In this section, “officer” means a director, member of the committee of management, chief executive officer, manager, secretary or other similar officer of the corporation, and includes a person purporting to act in any such capacity.[2/2009]
(7) No proceedings shall be instituted against a person for an offence under this section after ––(a)
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
(b)
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.[2/2009]
Division 2 — Disclosure of Interest in Business Trust and Interest in Trustee‑Manager of Business Trust
Application and interpretation of this Division
137H.—(1) This section has effect for the purposes of this Division but does not affect the operation of any other provision of this Act.[2/2009]
(2) A reference to a registered business trust is a reference to a registered business trust any or all of the units in which are listed for quotation on the official list of an approved exchange.[2/2009; 4/2017]
(3) A reference to a recognised business trust is a reference to a recognised business trust any or all of the units in which are listed for quotation on the official list of an approved exchange, such listing being a primary listing.[2/2009; 4/2017]
(4) To avoid doubt, section 4 applies for the purpose of determining whether a person has an interest in securities or securities‑based derivatives contracts under this Division.[35/2014; 4/2017]
(5) Section 130(6) and (7) applies for the purposes of —(a)
sections 135(2)(b), 136(1) and 137(1) as applied by section 137J(1); and
(b)
sections 137L(6), 137N(2)(b)(i), 137P(1) and 137R(1),
as they apply for the purposes of sections 133(3)(b)(i), 135(2)(b), 136(1), 137(1) and 137E(6).
[2/2009]
Persons obliged to comply with this Division and power of Authority to grant exemption or extension
137I.—(1) The obligation to comply with this Division extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all entities, whether formed, constituted or carrying on business in Singapore or not.[2/2009]
(2) This Division extends to acts done or omitted to be done outside Singapore.[2/2009]
(3) The Authority may exempt any person or class of persons from any or all of the provisions of this Division.[2/2009]
(4) The Authority may by written notice impose on a person exempted under subsection (3), or by regulations impose on a class of persons exempted under that subsection, such conditions or restrictions as the Authority thinks fit and the person or persons must comply with such conditions or restrictions.[2/2009]
(5) Any person who contravenes any condition or restriction imposed under subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.[2/2009]
(6) The Authority may, on the application of a person required to give a notice under this Division, extend, or further extend, the time for giving the notice.[2/2009]
Authority may extend scope of Division in certain circumstances
137IA. The Authority may, if it thinks it is necessary in the interests of the public or a section of the public, to protect investors, or to enhance market transparency, by regulations extend, with or without modifications or adaptations, the provisions of this Division —(a)
to any person or class of persons, other than the persons to which this Division applies;
(b)
to any securities or securities‑based derivatives contracts, or class of securities or securities‑based derivatives contracts, other than the securities or securities‑based derivatives contracts to which this Division applies;
(c)
to any interests in securities or securities‑based derivatives contracts, or class of interests in securities or securities‑based derivatives contracts, other than the interests in securities or securities‑based derivatives contracts to which this Division applies; or
(d)
to require the disclosure of interests in any entity, arrangement or trust other than a business trust or a trustee‑manager of a business trust,
and the provisions of this Division apply accordingly.
[4/2017]
Subdivision (1) — Disclosure by substantial unitholders of business trust
Duty of substantial unitholder to notify trustee‑manager of interests
137J.—(1) Sections 135 to 137B apply, with such modifications and qualifications as may be necessary, to a person who is a substantial unitholder of a registered business trust or recognised business trust as though —(a)
references to the corporation to which notification should be given were references to the trustee‑manager of the business trust;
(b)
references to shares or voting shares in the corporation were references to units or voting units in the business trust; and
(c)
references to a substantial shareholder in the corporation were references to a substantial unitholder of the business trust,
and such person must comply with those provisions accordingly.
[2/2009]
(2) Any person to whom subsection (1) applies who —(a)
intentionally or recklessly contravenes section 135, 136(1) or (2), 137, 137A or 137B as applied by subsection (1); or
(b)
in purported compliance with section 135, 136, 137 or 137B as applied by subsection (1), provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is,
shall be guilty of an offence and shall —
(c)
in the case of an individual, be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both 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; or
(d)
in the case of a corporation, be liable on conviction 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.[2/2009]
(3) Any person to whom subsection (1) applies who —(a)
contravenes section 135, 136(1) or (2), 137, 137A or 137B as applied by subsection (1); or
(b)
in purported compliance with section 135, 136, 137 or 137B as applied by subsection (1), provides any information which is false or misleading in a material particular,
in circumstances other than as set out in subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
[2/2009]
(4) No proceedings shall be instituted against a person for an offence under this section after —(a)
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
(b)
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.[2/2009]
Trustee‑manager to keep register of substantial unitholders
137K.—(1) The trustee‑manager of a registered business trust or recognised business trust must keep a register in which it must immediately enter —(a)
the names of persons from whom it has received a notice under section 135 as applied by section 137J(1); and
(b)
against each name so entered, the information given in the notice and, where it receives a notice under section 136 or 137 as applied by section 137J(1), the information given in that notice.[2/2009]
(2) The trustee‑manager must keep the register at its registered office or, if the trustee‑manager does not have a registered office, at its principal place of business in Singapore, and the register must be open for inspection by a unitholder of the business trust without charge and by any other person on payment for each inspection of a sum of $2 or such lesser sum as the trustee‑manager requires.[2/2009]
(3) A person may request the trustee‑manager to provide the person with a copy of the register or any part of the register on payment in advance of a sum of $1 or such lesser sum as the trustee‑manager requires for every page or part thereof required to be copied, and the trustee‑manager must send the copy to that person within 14 days, or such longer period as the Authority may allow in any particular case, after the day on which the trustee‑manager received the request.[2/2009]
(4) The Authority may at any time in writing require the trustee‑manager to provide it with a copy of the register or any part of the register and the trustee‑manager must send the copy to the Authority within 7 days after the day on which the trustee‑manager received the requirement.[2/2009]
(5) Any trustee‑manager which fails to comply with subsection (1), (2), (3) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.[2/2009]
Powers of court with respect to non‑compliance by substantial unitholders
137L.—(1) Where a person is or has been a substantial unitholder of a registered business trust or recognised business trust and has failed to comply with section 135, 136 or 137 as applied by section 137J(1), a court may, on the application of the Authority, whether or not that failure still continues, make one or more of the following orders:(a)
an order restraining the person from disposing of any interest in units in the business trust of which the person is or has been a substantial unitholder;
(b)
an order restraining a person who is, or is entitled to be, the holder of the units referred to in paragraph (a) from disposing of any interest in those units;
(c)
an order restraining the exercise by any person of any voting or other rights attached to any unit in the business trust in which the substantial unitholder has or has had an interest;
(d)
an order directing the trustee‑manager of the business trust not to make payment, or to defer making payment, out of the property of the business trust of any sum due in respect of any unit in which the substantial unitholder has or has had an interest;
(e)
an order directing the sale of any or all of the units in the business trust in which the substantial unitholder has or has had an interest;
(f)
an order directing the trustee‑manager of the business trust not to register or cause to be registered in the register of unitholders the transfer or transmission of units specified by the court;
(g)
an order directing the Depository (within the meaning of section 81SF) or any depository corporation not to register or cause to be registered the transfer or transmission of any units or interest in units in the business trust specified by the court;
(h)
an order that any exercise by any person of the voting or other rights attached to units in the business trust specified by the court in which the substantial unitholder has or has had an interest be disregarded;
(i)
for the purposes of securing compliance with any other order made under this section, an order directing the trustee‑manager of the business trust or any other person to do or refrain from doing an act specified by the court.[2/2009; 35/2014]
(2) Any order made under this section may include such ancillary or consequential provisions as the court thinks just.[2/2009]
(3) An order made under this section directing the sale of any unit may provide that the sale is to be made within such time and subject to such conditions (if any) as the court thinks fit, including, if the court thinks fit, a condition that the sale must not be made to a person who is, or, as a result of the sale, would become a substantial unitholder of the business trust.[2/2009]
(4) Where a unit is not sold in accordance with an order of the court under this section, the Authority may apply to the court for directions, including directions as to who the unsold unit is to vest in.[2/2009]
(5) The court, before making an order under this section and in determining the terms of such an order, is to satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person.[2/2009]
(6) The court is not to make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied —(a)
that the failure of the person who is or has been a substantial unitholder to comply as mentioned in subsection (1) was due to the person’s inadvertence or mistake or to the person not being aware of a relevant fact or occurrence; and
(b)
that in all the circumstances, the failure ought to be excused.[2/2009]
(7) The court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both.[2/2009]
(8) The court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order.[2/2009]
(9) Any person who contravenes an order made under this section that is applicable to the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.[2/2009]
(10) Subsection (9) does not affect the powers of the court in relation to the punishment of contempt of the court.[2/2009]
Power of trustee‑manager to require disclosure of beneficial interest in voting units
137M.—(1) The trustee‑manager of a registered business trust or recognised business trust may by written notice require any unitholder of the business trust within such reasonable time as is specified in the notice —(a)
to inform it whether the unitholder holds any voting units in the business trust as beneficial owner or as trustee; and
(b)
if the unitholder holds them as trustee, to indicate so far as the unitholder can the persons for whom the unitholder holds them (either by name or by other particulars sufficient to enable those persons to be identified) and the nature of their interest.[2/2009]
(2) Where the trustee‑manager of a registered business trust or recognised business trust is informed pursuant to a notice given to any person under subsection (1) or under this subsection that any other person has an interest in any of the voting units in the business trust, the trustee‑manager may by written notice require that other person within such reasonable time as is specified in the notice —(a)
to inform it whether that other person holds that interest as beneficial owner or as trustee; and
(b)
if that other person holds it as trustee, to indicate so far as that other person can the persons for whom that other person holds it (either by name or by other particulars sufficient to enable them to be identified) and the nature of their interest.[2/2009]
(3) The trustee‑manager of a registered business trust or recognised business trust may by written notice require any unitholder of the business trust to inform it, within such reasonable time as is specified in the notice, whether any of the voting rights carried by any voting units in the business trust held by the unitholder are the subject of an agreement or arrangement under which another person is entitled to control the unitholder’s exercise of those rights and, if so, to give particulars of the agreement or arrangement and the parties to it.[2/2009]
(4) The notice referred to in subsection (1), (2) or (3) must contain such other information as the Authority may prescribe, and the delivery of such notice must comply with such requirements as the Authority may prescribe.[2/2009]
(5) Any person to whom a notice is issued under subsection (1), (2) or (3) must comply with that notice.[2/2009]
(6) Whenever the trustee‑manager of a registered business trust or recognised business trust receives information from a person pursuant to a requirement imposed on the person under this section with respect to units held by a unitholder of the business trust, it is under an obligation to inscribe against the name of that unitholder in a separate part of the register kept by it under section 137K —(a)
the fact that the requirement was imposed and the date on which it was imposed; and
(b)
the information received pursuant to the requirement.[2/2009]
(7) Section 137K applies in relation to the part of the register referred to in subsection (6) as it applies in relation to the remainder of the register and as if references to subsection (1) of that section included references to subsection (6).[2/2009]
(8) Any person who —(a)
intentionally or recklessly contravenes subsection (5); or
(b)
in purported compliance with subsection (5), provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is,
shall be guilty of an offence and shall —
(c)
in the case of an individual, be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both 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; or
(d)
in the case of a corporation, be liable on conviction 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.[2/2009]
(9) Any person who —(a)
contravenes subsection (5); or
(b)
in purported compliance with subsection (5), provides any information which is false or misleading in a material particular,
in circumstances other than as set out in subsection (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
[2/2009]
(10) A person shall not be guilty of an offence under subsection (8)(a) or (9)(a) if the person proves that the information in question was already in the possession of the trustee‑manager of the registered business trust or recognised business trust, or that the requirement to give it was for any other reason frivolous or vexatious.[2/2009]
(11) No proceedings shall be instituted against a person for an offence under this section after ––(a)
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
(b)
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.[2/2009]
Subdivision (2) — Disclosure by directors and chief executive officer of trustee‑manager of business trust
Duty of director and chief executive officer of trustee‑manager to notify of interests
137N.—(1) Every director and chief executive officer of the trustee‑manager of a registered business trust or recognised business trust must give written notice to the trustee‑manager of particulars of —(a)
units or derivatives of units in the business trust, being units or derivatives of units held by him or her, or in which he or she has an interest and the nature and extent of that interest;
(b)
debentures or units of debentures of the business trust which are held by him or her, or in which he or she has an interest and the nature and extent of that interest;
(c)
such other securities or securities‑based derivatives contracts as the Authority may prescribe which are held, whether directly or indirectly, by him or her, or in which he or she has an interest and the nature and extent of that interest; and
(d)
any change in respect of the particulars of any matter referred to in paragraphs (a), (b) and (c).[2/2009; 4/2017]
(2) A notice under subsection (1) —(a)
must be in such form and must contain such information as the Authority may prescribe; and
(b)
must be given —(i)
in the case of a notice under subsection (1)(d), within 2 business days after the director or chief executive officer becomes aware of the change; or
(ii)
in any other case, within 2 business days after —(A)
the date on which the director or chief executive officer becomes such a director or chief executive officer; or
(B)
the date on which the director or chief executive officer becomes a holder of, or acquires an interest in, the units, derivatives of units, debentures, units of debentures, other securities or securities‑based derivatives contracts referred to in subsection (1),
whichever last occurs.
[2/2009; 4/2017]
(3) For the purposes of this section, a director or chief executive officer of a trustee‑manager is deemed to have an interest in securities or securities‑based derivatives contracts referred to in subsection (1) if a family member of the director or chief executive officer (not being himself or herself a director or chief executive officer of the trustee‑manager) (as the case may be) has an interest in those securities or securities‑based derivatives contracts.[2/2009; 4/2017]
(4) In this section —“family member” means a spouse, or a son, adopted son, stepson, daughter, adopted daughter or stepdaughter below the age of 21 years;
“unit”, in relation to a debenture, means any right or interest, whether legal or equitable, in the debenture, by whatever name called, and includes any option to acquire any such right or interest in the debenture.[2/2009]
Penalties under this Subdivision
137O.—(1) Any director or chief executive officer of the trustee‑manager of a registered business trust or recognised business trust who —(a)
intentionally or recklessly contravenes section 137N(1) or (2); or
(b)
in purported compliance with section 137N, provides any information which he or she knows is false or misleading in a material particular or is reckless as to whether it is,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both 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.
[2/2009]
(2) Any director or chief executive officer of the trustee‑manager of a registered business trust or recognised business trust who —(a)
contravenes section 137N(1) or (2); or
(b)
in purported compliance with section 137N, provides any information which is false or misleading in a material particular,
in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
[2/2009]
(3) No proceedings shall be instituted against a person for an offence under this section after ––(a)
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
(b)
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.[2/2009]
Subdivision (3) — Disclosure by holders of voting shares in trustee‑manager
Duty of holders of voting shares in trustee‑manager to notify trustee‑manager
137P.—(1) Where the percentage of interest of a person in the voting shares in a trustee‑manager of a registered business trust or recognised business trust reaches, crosses or falls below 15%, 30%, 50% or 75%, the person must give written notice to the trustee‑manager within 2 business days after the person becomes aware of this.[2/2009]
(2) A notice under subsection (1) must be in such form and must contain such information as the Authority may prescribe.[2/2009]
(3) In subsection (1), the percentage of interest of a person in the voting shares in a trustee‑manager of a registered business trust or recognised business trust is ascertained by expressing the total votes attached to all the voting shares in which the person has an interest or interests immediately before or (as the case may be) immediately after the relevant time, as a percentage of the total votes attached to —(a)
all the voting shares (excluding treasury shares) in the trustee‑manager; or
(b)
where the share capital of the trustee‑manager is divided into 2 or more classes of shares, all the voting shares (excluding treasury shares) in the class concerned,
and, if it is not a whole number, rounding that figure down to the next whole number.
[2/2009]
Penalties under this Subdivision
137Q.—(1) Any person who —(a)
intentionally or recklessly contravenes section 137P(1) or (2); or
(b)
in purported compliance with section 137P, provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is,
shall be guilty of an offence and shall —
(c)
in the case of an individual, be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both 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; or
(d)
in the case of a corporation, be liable on conviction 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.[2/2009]
(2) Any person who —(a)
contravenes section 137P(1) or (2); or
(b)
in purported compliance with section 137P, provides any information which is false or misleading in a material particular,
in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
[2/2009]
(3) No proceedings shall be instituted against a person for an offence under this section after ––(a)
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
(b)
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.[2/2009]
Subdivision (4) — Disclosure by trustee‑manager
Duty of trustee‑manager of business trust to make disclosure
137R.—(1) Where the trustee‑manager of a registered business trust or recognised business trust —(a)
acquires or disposes of interests in units or derivatives of units in, or debentures or units of debentures of, the business trust;
(aa)
acquires or disposes of interests in such securities or securities‑based derivatives contracts of the business trust as may be prescribed by regulations made under section 341; or
(b)
has been notified in writing by —(i)
a substantial unitholder of the business trust pursuant to a requirement imposed on the substantial unitholder under section 135, 136 or 137 as applied by section 137J(1);
(ii)
a director or chief executive officer of the trustee‑manager pursuant to a requirement imposed on him or her under section 137N; or
(iii)
a person who holds an interest or interests in voting shares in the trustee‑manager pursuant to a requirement imposed on the person under section 137P,
the trustee‑manager must announce or otherwise disseminate the particulars of the acquisition or disposal, or the information stated in the notice it received (as the case may be) to the organised market operated by the approved exchange on whose official list any or all of the units in the business trust are listed, as soon as practicable and in any case no later than the end of the business day following the day on which the trustee‑manager became aware of the acquisition or disposal, or received the notice.
[2/2009; 4/2017]
(2) The trustee‑manager must announce or otherwise disseminate the information in such form and manner as the Authority may prescribe.[2/2009]
(3) Any trustee‑manager of a registered business trust or recognised business trust that —(a)
intentionally or recklessly contravenes subsection (1) or (2); or
(b)
in purported compliance with this section, announces or disseminates any information which the trustee‑manager knows is false or misleading in a material particular or is reckless as to whether it is,
shall be guilty of an offence and shall be liable on conviction 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.
[2/2009]
(4) Any trustee‑manager of a registered business trust or recognised business trust that —(a)
contravenes subsection (1) or (2); or
(b)
in purported compliance with this section, announces or disseminates any information that is false or misleading in a material particular,
in circumstances other than as set out in subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
[2/2009]
(5) Where an offence has been committed by a trustee‑manager under subsection (3) or (4), any officer of the trustee‑manager who —(a)
causes the trustee‑manager to contravene subsection (1);
(b)
announces or disseminates, or permits or authorises the announcement or dissemination of, the information that is false or misleading in a material particular; or
(c)
announces or disseminates, or permits or authorises the announcement or dissemination of the information in contravention of subsection (2),
shall —
(d)
if he or she had acted intentionally or recklessly, or with knowledge that the information so announced or disseminated is false or misleading in a material particular or is reckless as to whether it is, be guilty of an offence and be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both; or
(e)
if he or she had acted negligently, be guilty of an offence and be liable on conviction to a fine not exceeding $25,000.[2/2009]
(6) In this section, “officer” means a director, member of the committee of management, chief executive officer, manager, secretary or other similar officer of the trustee‑manager, and includes a person purporting to act in any such capacity.[2/2009]
(7) No proceedings shall be instituted against a person for an offence under this section after —(a)
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
(b)
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.[2/2009]
Division 3 — Disclosure of Interests in Real Estate Investment Trust and Interests in Shares of Responsible Person
Application and interpretation of this Division
137S.—(1) This section has effect for the purposes of this Division but does not affect the operation of any other provision of this Act.[2/2009]
(2) In this Division —“real estate investment trust” means a collective investment scheme that is a trust, that invests primarily in real estate and real estate‑related assets specified by the Authority in the Code on Collective Investment Schemes, and any or all the units in which are listed, by way of a primary listing, for quotation on the official list of an approved exchange;
“trustee” means —(a)
in relation to a real estate investment trust authorised under section 286, the trustee approved under section 289 for the trust; and
(b)
in relation to any other real estate investment trust, an entity equivalent to a trustee referred to in paragraph (a).[2/2009; 4/2017]
(3) To avoid doubt, section 4 applies for the purpose of determining whether a person has an interest in securities, securities‑based derivatives contracts or units in a collective investment scheme under this Division.[35/2014; 4/2017]
(4) Section 130(6) and (7) applies for the purposes of —(a)
sections 135(2)(b), 136(1) and 137(1) as applied by section 137U(1); and
(b)
sections 137W(6), 137Y(2)(b)(i), 137ZA(1) and 137ZC(1),
as they apply for the purposes of sections 133(3)(b)(i), 135(2)(b), 136(1), 137(1) and 137E(6).
[2/2009]
Persons obliged to comply with Division and power of Authority to grant exemption or extension
137T.—(1) The obligation to comply with this Division extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all entities, whether formed, constituted or carrying on business in Singapore or not.[2/2009]
(2) This Division extends to acts done or omitted to be done outside Singapore.[2/2009]
(3) The Authority may exempt any person or class of persons from any or all of the provisions of this Division.[2/2009]
(4) The Authority may by written notice impose on a person exempted under subsection (3), or by regulations impose on a class of persons exempted under that subsection, such conditions or restrictions as the Authority thinks fit and the person or persons must comply with such conditions or restrictions.[2/2009]
(5) Any person who contravenes any condition or restriction imposed under subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.[2/2009]
(6) The Authority may, on the application of a person required to give a notice under this Division, extend, or further extend, the time for giving the notice.[2/2009]
Authority may extend scope of Division in certain circumstances
137TA. The Authority may, if it thinks it is necessary in the interests of the public or a section of the public, to protect investors, or to enhance market transparency, by regulations extend, with or without modifications or adaptations, the provisions of this Division —(a)
to any person or class of persons, other than the persons to which this Division applies;
(b)
to any securities, securities‑based derivatives contracts or units in a collective investment scheme, or class of securities, securities‑based derivatives contracts or units in a collective investment scheme, other than the securities, securities‑based derivatives contracts or units in a collective investment scheme to which this Division applies;
(c)
to any interests in securities, securities‑based derivatives contracts or units in a collective investment scheme, or class of interests in securities, securities‑based derivatives contracts or units in a collective investment scheme, other than the interests in securities, securities‑based derivatives contracts or units in a collective investment scheme to which this Division applies; or
(d)
to require the disclosure of interests in any entity, arrangement or trust other than a real estate investment trust or a responsible person for a real estate investment trust,
and the provisions of this Division apply accordingly.
[4/2017]
Subdivision (1) — Disclosure by substantial unitholders of real estate investment trust
Duty of substantial unitholder to notify trustee and responsible person of interests
137U.—(1) Sections 135 to 137B apply, with such modifications and qualifications as may be necessary, to a person who is a substantial unitholder of a real estate investment trust as though —(a)
references to the corporation to which notification should be given were references to —(i)
the trustee of the real estate investment trust; and
(ii)
the responsible person for the real estate investment trust;
(b)
references to shares or voting shares in the corporation were references to units or voting units in the real estate investment trust; and
(c)
references to a substantial shareholder in the corporation were references to a substantial unitholder of the real estate investment trust,
and such person must comply with those provisions accordingly.
[2/2009]
(2) Any person to whom subsection (1) applies who —(a)
intentionally or recklessly contravenes section 135, 136(1) or (2), 137, 137A or 137B as applied by subsection (1); or
(b)
in purported compliance with section 135, 136, 137 or 137B as applied by subsection (1), provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is,
shall be guilty of an offence and shall —
(c)
in the case of an individual, be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both 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; or
(d)
in the case of a corporation, be liable on conviction 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.[2/2009]
(3) Any person to whom subsection (1) applies who —(a)
contravenes section 135, 136(1) or (2), 137, 137A or 137B as applied by subsection (1); or
(b)
in purported compliance with section 135, 136, 137 or 137B as applied by subsection (1), provides any information which is false or misleading in a material particular,
in circumstances other than as set out in subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
[2/2009]
(4) No proceedings shall be instituted against a person for an offence under this section after ––(a)
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
(b)
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.[2/2009]
Trustee to keep register of substantial unitholders
137V.—(1) The trustee of a real estate investment trust must keep a register in which it must immediately enter —(a)
the names of persons from whom it has received a notice under section 135 as applied by section 137U(1); and
(b)
against each name so entered, the information given in the notice and, where it receives a notice under section 136 or 137 as applied by section 137U(1), the information given in that notice.[2/2009]
(2) The trustee must keep the register at its registered office or, if the trustee does not have a registered office, at its principal place of business in Singapore, and the register must be open for inspection by a unitholder of the real estate investment trust without charge and by any other person on payment for each inspection of a sum of $2 or such lesser sum as the trustee requires.[2/2009]
(3) A person may request the trustee to provide the person with a copy of the register or any part of the register on payment in advance of a sum of $1 or such lesser sum as the trustee requires for every page or part thereof required to be copied, and the trustee must send the copy to that person within 14 days, or such longer period as the Authority may allow in any particular case, after the day on which the trustee received the request.[2/2009]
(4) The Authority may at any time in writing require the trustee to provide it with a copy of the register or any part of the register and the trustee must send the copy to the Authority within 7 days after the day on which the trustee received the requirement.[2/2009]
(5) Any trustee which fails to comply with subsection (1), (2), (3) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.[2/2009]
Powers of court with respect to non‑compliance by substantial unitholders
137W.—(1) Where a person is or has been a substantial unitholder of a real estate investment trust and has failed to comply with section 135, 136 or 137 as applied by section 137U(1), a court may, on the application of the Authority, whether or not that failure still continues, make one or more of the following orders:(a)
an order restraining the person who is or has been a substantial unitholder from disposing of any interest in units in the real estate investment trust of which the person is or has been a substantial unitholder;
(b)
an order restraining a person who is, or is entitled to be, the holder of units referred to in paragraph (a) from disposing of any interest in those units;
(c)
an order restraining the exercise by any person of any voting or other rights attached to any unit in the real estate investment trust in which the substantial unitholder has or has had an interest;
(d)
an order directing the trustee of the real estate investment trust not to make payment, or to defer making payment, out of the property of the trust of any sum due in respect of any unit in which the substantial unitholder has or has had an interest;
(e)
an order directing the sale of any or all of the units in the real estate investment trust in which the substantial unitholder has or has had an interest;
(f)
an order directing the trustee of the real estate investment trust not to register or cause to be registered in the register of unitholders the transfer or transmission of units specified by the court;
(g)
an order directing the Depository (within the meaning of section 81SF) or any depository corporation not to register or cause to be registered the transfer or transmission of any units or interest in units in the real estate investment trust specified by the court;
(h)
an order that any exercise by any person of the voting or other rights attached to units in the real estate investment trust specified by the court in which the substantial unitholder has or has had an interest be disregarded;
(i)
for the purposes of securing compliance with any other order made under this section, an order directing the responsible person for or the trustee of the real estate investment trust, or any other person, to do or refrain from doing an act specified by the court.[2/2009; 35/2014]
(2) Any order made under this section may include such ancillary or consequential provisions as the court thinks just.[2/2009]
(3) An order made under this section directing the sale of any unit may provide that the sale is to be made within such time and subject to such conditions (if any) as the court thinks fit, including, if the court thinks fit, a condition that the sale must not be made to a person who is, or, as a result of the sale, would become a substantial unitholder of the real estate investment trust.[2/2009]
(4) Where a unit is not sold in accordance with an order of the court under this section, the Authority may apply to the court for directions, including directions as to who the unsold unit is to vest in.[2/2009]
(5) The court, before making an order under this section and in determining the terms of such an order, is to satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person.[2/2009]
(6) The court is not to make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied —(a)
that the failure of the person who is or has been a substantial unitholder to comply as mentioned in subsection (1) was due to the person’s inadvertence or mistake or to the person not being aware of a relevant fact or occurrence; and
(b)
that in all the circumstances, the failure ought to be excused.[2/2009]
(7) The court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both.[2/2009]
(8) The court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order.[2/2009]
(9) Any person who contravenes an order made under this section that is applicable to the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.[2/2009]
(10) Subsection (9) does not affect the powers of the court in relation to the punishment of contempt of the court.[2/2009]
Power of trustee to require disclosure of beneficial interest in voting units
137X.—(1) The trustee of a real estate investment trust may by written notice require any unitholder of the trust within such reasonable time as is specified in the notice —(a)
to inform it whether the unitholder holds any voting units in the trust as beneficial owner or as trustee; and
(b)
if the unitholder holds them as trustee, to indicate so far as the unitholder can the persons for whom the unitholder holds them (either by name or by other particulars sufficient to enable those persons to be identified) and the nature of their interest.[2/2009]
(2) Where the trustee of a real estate investment trust is informed pursuant to a notice given to any person under subsection (1) or under this subsection that any other person has an interest in any of the voting units in the trust, the trustee may by written notice require that other person within such reasonable time as is specified in the notice —(a)
to inform it whether that other person holds that interest as beneficial owner or as trustee; and
(b)
if that other person holds it as trustee, to indicate so far as that other person can the persons for whom that other person holds it (either by name or by other particulars sufficient to enable them to be identified) and the nature of their interest.[2/2009]
(3) The trustee of a real estate investment trust may by written notice require any unitholder of the trust to inform it, within such reasonable time as is specified in the notice, whether any of the voting rights carried by any voting units in the trust held by the unitholder are the subject of an agreement or arrangement under which another person is entitled to control the unitholder’s exercise of those rights and, if so, to give particulars of the agreement or arrangement and the parties to it.[2/2009]
(4) The notice referred to in subsection (1), (2) or (3) must contain such other information as the Authority may prescribe, and the delivery of such notice must comply with such requirements as the Authority may prescribe.[2/2009]
(5) Any person to whom a notice is issued under subsection (1), (2) or (3) must comply with that notice.[2/2009]
(6) Whenever the trustee of a real estate investment trust receives information from a person pursuant to a requirement imposed on the person under this section with respect to units held by a unitholder of the trust, it is under an obligation to inscribe against the name of that unitholder in a separate part of the register kept by it under section 137V —(a)
the fact that the requirement was imposed and the date on which it was imposed; and
(b)
the information received pursuant to the requirement.[2/2009]
(7) Section 137V applies in relation to the part of the register referred to in subsection (6) as it applies in relation to the remainder of the register and as if references to subsection (1) of that section included references to subsection (6).[2/2009]
(8) Any person who —(a)
intentionally or recklessly contravenes subsection (5); or
(b)
in purported compliance with subsection (5), provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is,
shall be guilty of an offence and shall —
(c)
in the case of an individual, be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both 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; or
(d)
in the case of a corporation, be liable on conviction 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.[2/2009]
(9) Any person who —(a)
contravenes subsection (5); or
(b)
in purported compliance with subsection (5), provides any information which is false or misleading in a material particular,
in circumstances other than as set out in subsection (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
[2/2009]
(10) A person shall not be guilty of an offence under subsection (8)(a) or (9)(a) if the person proves that the information in question was already in the possession of the trustee of the real estate investment trust, or that the requirement to give it was for any other reason frivolous or vexatious.[2/2009]
(11) No proceedings shall be instituted against a person for an offence under this section after ––(a)
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
(b)
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.[2/2009]
Subdivision (2) — Disclosure by directors and chief executive officer of responsible person
Duty of director and chief executive officer of responsible person to notify of interests
137Y.—(1) Every director and chief executive officer of the responsible person for a real estate investment trust must give written notice to the responsible person of particulars of —(a)
units in the trust, being units held by him or her, or in which he or she has an interest and the nature and extent of that interest;
(b)
debentures or units of debentures of the trust which are held by him or her, or in which he or she has an interest and the nature and extent of that interest;
(c)
such other securities, securities‑based derivatives contracts or units in a collective investment scheme as the Authority may prescribe, which are held, whether directly or indirectly, by him or her, or in which he or she has an interest and the nature and extent of that interest; and
(d)
any change in respect of the particulars of any matter referred to in paragraphs (a), (b) and (c).[2/2009; 4/2017]
(2) A notice under subsection (1) —(a)
must be in such form and must contain such information as the Authority may prescribe; and
(b)
must be given —(i)
in the case of a notice under subsection (1)(d), within 2 business days after the director or chief executive officer becomes aware of the change; or
(ii)
in any other case, within 2 business days after —(A)
the date on which the director or chief executive officer becomes such a director or chief executive officer; or
(B)
the date on which the director or chief executive officer becomes a holder of, or acquires an interest in, the units, debentures, units of debentures, other securities, securities‑based derivatives contracts or units in a collective investment scheme referred to in subsection (1),
whichever last occurs.
[2/2009; 4/2017]
(3) For the purposes of this section, a director or chief executive officer of a responsible person is deemed to have an interest in securities, securities‑based derivatives contracts or units in a collective investment scheme referred to in subsection (1) if a family member of the director or chief executive officer (not being himself or herself a director or chief executive officer of the responsible person) (as the case may be) has an interest in those securities, securities‑based derivatives contracts or units in a collective investment scheme.[2/2009; 4/2017]
(4) In this section —“family member” means a spouse, or a son, adopted son, stepson, daughter, adopted daughter or stepdaughter below the age of 21 years;
“unit”, in relation to a debenture, means any right or interest, whether legal or equitable, in the debenture, by whatever name called, and includes any option to acquire any such right or interest in the debenture.[2/2009]
Penalties under this Subdivision
137Z.—(1) Any director or chief executive officer of the responsible person for a real estate investment trust who —(a)
intentionally or recklessly contravenes section 137Y(1) or (2); or
(b)
in purported compliance with section 137Y, provides any information which he or she knows is false or misleading in a material particular or is reckless as to whether it is,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both 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.
[2/2009]
(2) Any director or chief executive officer of the responsible person for a real estate investment trust who —(a)
contravenes section 137Y(1) or (2); or
(b)
in purported compliance with section 137Y, provides any information which is false or misleading in a material particular,
in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
[2/2009]
(3) No proceedings shall be instituted against a person for an offence under this section after ––(a)
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
(b)
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.[2/2009]
Subdivision (3) — Disclosure by holders of voting shares in responsible person
Duty of holders of voting shares in responsible person to notify responsible person
137ZA.—(1) Where the percentage of interest of a person in the voting shares in a responsible person for a real estate investment trust reaches, crosses or falls below 15%, 30%, 50% or 75%, the person must give written notice to the responsible person within 2 business days after the person becomes aware of this.[2/2009]
(2) A notice under subsection (1) must be in such form and must contain such information as the Authority may prescribe.[2/2009]
(3) In subsection (1), the percentage of interest of a person in the voting shares in a responsible person for a real estate investment trust is ascertained by expressing the total votes attached to all the voting shares in which the person has an interest or interests immediately before or (as the case may be) immediately after the relevant time, as a percentage of the total votes attached to —(a)
all the voting shares (excluding treasury shares) in the responsible person; or
(b)
where the share capital of the responsible person is divided into 2 or more classes of shares, all the voting shares (excluding treasury shares) in the class concerned,
and, if it is not a whole number, rounding that figure down to the next whole number.
[2/2009]
Penalties under this Subdivision
137ZB.—(1) Any person who —(a)
intentionally or recklessly contravenes section 137ZA(1) or (2); or
(b)
in purported compliance with section 137ZA, provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is,
shall be guilty of an offence and shall —
(c)
in the case of an individual, be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both 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; or
(d)
in the case of a corporation, be liable on conviction 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.[2/2009]
(2) Any person who —(a)
contravenes section 137ZA(1) or (2); or
(b)
in purported compliance with section 137ZA, provides any information which is false or misleading in a material particular,
in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
[2/2009]
(3) No proceedings shall be instituted against a person for an offence under this section after ––(a)
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
(b)
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.[2/2009]
Subdivision (4) — Disclosure by responsible person
Duty of responsible person for real estate investment trust to make disclosure
137ZC.—(1) Where the responsible person for a real estate investment trust —(a)
acquires or disposes of interests in units in, or debentures or units of debentures of, the real estate investment trust;
(aa)
acquires or disposes of interests in such securities, securities‑based derivatives contracts or units in a collective investment scheme of the real estate investment trust as may be prescribed by regulations made under section 341; or
(b)
has been notified in writing by —(i)
a substantial unitholder of the real estate investment trust pursuant to a requirement imposed on the substantial unitholder under section 135, 136 or 137 as applied by section 137U(1);
(ii)
a director or chief executive officer of the responsible person pursuant to a requirement imposed on him or her under section 137Y; or
(iii)
a person who holds an interest or interests in voting shares in the responsible person pursuant to a requirement imposed on the person under section 137ZA,
the responsible person must announce or otherwise disseminate the particulars of the acquisition or disposal, or the information stated in the notice it received (as the case may be) to the organised market operated by the approved exchange on whose official list any or all of the units in the trust are listed, as soon as practicable and in any case no later than the end of the business day following the day on which the responsible person became aware of the acquisition or disposal, or received the notice.
[2/2009; 4/2017]
(2) The responsible person must announce or otherwise disseminate the information in such form and manner as the Authority may prescribe.[2/2009]
(3) Any responsible person for a real estate investment trust that —(a)
intentionally or recklessly contravenes subsection (1) or (2); or
(b)
in purported compliance with this section, announces or disseminates any information which the responsible person knows is false or misleading in a material particular or is reckless as to whether it is,
shall be guilty of an offence and shall be liable on conviction 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.
[2/2009]
(4) Any responsible person for a real estate investment trust that —(a)
contravenes subsection (1) or (2); or
(b)
in purported compliance with this section, announces or disseminates any information that is false or misleading in a material particular,
in circumstances other than as set out in subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
[2/2009]
(5) Where an offence has been committed by a responsible person under subsection (3) or (4), any officer of the responsible person who —(a)
causes the responsible person to contravene subsection (1);
(b)
announces or disseminates, or permits or authorises the announcement or dissemination of, the information that is false or misleading in a material particular; or
(c)
announces or disseminates, or permits or authorises the announcement or dissemination of the information in contravention of subsection (2),
shall —
(d)
if he or she had acted intentionally or recklessly, or with knowledge that the information so announced or disseminated is false or misleading in a material particular or is reckless as to whether it is, be guilty of an offence and be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both; or
(e)
if he or she had acted negligently, be guilty of an offence and be liable on conviction to a fine not exceeding $25,000.[2/2009]
(6) In this section, “officer” means a director, member of the committee of management, chief executive officer, manager, secretary or other similar officer of the responsible person, and includes a person purporting to act in any such capacity.[2/2009]
(7) No proceedings shall be instituted against a person for an offence under this section after —(a)
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
(b)
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.[2/2009]
Division 4 — Civil Penalty
Civil penalty
137ZD.—(1) Whenever it appears to the Authority that any person has —(a)
intentionally or recklessly, contravened any of the following provisions:(i)
section 133(1) or (3), 135, 136(1) or (2), 137, 137A, 137B, 137F(5), 137G(1) or (2), 137M(5), 137N(1) or (2), 137P(1) or (2), 137R(1) or (2), 137X(5), 137Y(1) or (2), 137ZA(1) or (2) or 137ZC(1) or (2);
(ii)
section 135, 136, 137, 137A or 137B as applied by section 137J(1);
(iii)
section 135, 136, 137, 137A or 137B as applied by section 137U(1);
(b)
in purported compliance with any of the following provisions, provided, announced or disseminated any information which the person knows is false or misleading in a material particular or is reckless as to whether it is:(i)
section 133, 135, 136, 137, 137B, 137F(5), 137G, 137M(5), 137N, 137P, 137R, 137X(5), 137Y, 137ZA or 137ZC;
(ii)
section 135, 136, 137 or 137B as applied by section 137J(1);
(iii)
section 135, 136, 137 or 137B as applied by section 137U(1); or
(c)
being an officer of a corporation to which Division 1 applies, an officer of a trustee‑manager of a registered or recognised business trust to which Division 2 applies, or an officer of a responsible person for a real estate investment trust to which Division 3 applies, intentionally or recklessly committed an act referred to in subsection (5)(a), (b) or (c) of section 137G, 137R or 137ZC, as the case may be,
the Authority may, with the consent of the Public Prosecutor, bring an action in a court against the person to seek an order for a civil penalty in respect of that act.
[2/2009]
(2) If the court is satisfied on a balance of probabilities that subsection (1)(a), (b) or (c) (as the case may be) has been proved, the court may make an order against the person for the payment of a civil penalty of a sum not less than $50,000 and not more than $2 million.[2/2009]
(3) Despite subsection (2), the court may make an order against a person against whom an action has been brought under this section if the Authority, with the consent of the Public Prosecutor, has agreed to allow the person to consent to the order with or without admission of having committed an act referred to in subsection (1)(a), (b) or (c) (whichever is applicable), and the order may be made on such terms as may be agreed between the Authority and the person.[2/2009]
(4) Nothing in this section is to be construed to prevent the Authority from entering into an agreement with the person to pay, with or without admission of liability, a civil penalty within the limits referred to in subsection (2) for an act referred to in subsection (1)(a), (b) or (c).[2/2009]
(5) A civil penalty imposed under this section is to be paid into the Consolidated Fund and is to be treated as a debt due to the Government for the purposes of section 10 of the Government Proceedings Act 1956.[2/2009; 4/2017]
(6) If the person fails to pay the civil penalty imposed on the person within the time specified in the court order referred to in subsection (3) or specified under the agreement referred to in subsection (4), the Authority may recover the civil penalty as though the civil penalty were a judgment debt due to the Authority.[2/2009]
(7) Any defence that is available to a person who is prosecuted for an act under subsection (1)(a), (b) or (c), is also available to a person against whom an action is brought under this section for the same act.[2/2009]
Action under section 137ZD not to commence, etc., in certain situations
137ZE.—(1) An action under section 137ZD for an act referred to in subsection (1)(a), (b) or (c) of that section must not be commenced against any person —(a)
after the expiration of 6 years from the date of the act; or
(b)
if the person has been convicted or acquitted in criminal proceedings instituted against the person for that act, except where the person has been acquitted because of the withdrawal of the charge against the person.[2/2009]
(2) An action under section 137ZD against any person for an act referred to in subsection (1)(a), (b) or (c) of that section must be stayed after criminal proceedings have been commenced against the person for that act, and may thereafter be continued only if —(a)
that person has been discharged in respect of that act and the discharge does not amount to an acquittal; or
(b)
the charge against that person in respect of that act has been withdrawn.[2/2009]
Jurisdiction of District Court
137ZF. A District Court has jurisdiction to hear and determine any action under section 137ZD regardless of the monetary amount.[2/2009]
Rules of Court
137ZG. Rules of Court may be made —(a)
to regulate and prescribe the procedure and practice to be followed in respect of proceedings under section 137ZD; and
(b)
to provide for costs and fees of such proceedings, and for regulating any matter relating to the costs of such proceedings.[2/2009]
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
