Securities Industry Council
Open ↗138.—(1) The advisory body known as the Securities Industry Council referred to in section 14 of the repealed Securities Industry Act (Cap. 289, 1985 Revised Edition) continues in existence as if it had been established under this Act.
(2) The function of the Securities Industry Council is, in addition to the functions conferred upon it under this Part, to advise the Minister on all matters relating to the securities industry.
(3) The Securities Industry Council consists of such representatives of business, the Government and the Authority as the Minister may appoint and those representatives are to serve for such period or periods as the Minister may determine.
(4) The Securities Industry Council has the power, in the exercise of its functions, to enquire into any matter or thing related to the securities industry and may, for this purpose, summon any person to give evidence on oath or affirmation or produce any document or material necessary for the purpose of the enquiry.
(5) Nothing in subsection (4) compels the production by an advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, of a document containing a privileged communication made by or to him or her in that capacity or authorise the taking of possession of any such document which is in his or her possession.[34/2012]
(6) An advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, who refuses to produce the document referred to in subsection (5) is nevertheless obliged to give the name and address (if he or she knows them) of the person to whom or by or on behalf of whom the communication was made.[34/2012]
(7) The Authority may consult the Securities Industry Council for the proper and effective implementation of this Act.
(8) For the purposes of this Act, every member of the Securities Industry Council —(a)
is deemed to be a public servant within the meaning of the Penal Code 1871; and
(b)
has, in case of any action or suit brought against him or her for any act done or omitted to be done in the execution of his or her duty under the provisions of this Act, the like protection and privileges as are by law given to a Judge in the execution of his or her office.
(9) The Securities Industry Council must in the exercise of its functions have regard to the interests of the public, the protection of investors and the safeguarding of sources of information.
(10) Subject to the provisions of this Act, the Securities Industry Council may regulate its own procedure and is not bound by the rules of evidence.
Take‑over Code
Open ↗139.—(1) This section and section 140 apply to and in relation to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all corporations or bodies unincorporate, whether incorporated or carrying on business in Singapore or not, and extend to acts done outside Singapore.
(2) For the more effective administration, supervision and control of take‑over offers and matters connected therewith, the Authority is to, on the advice of the Securities Industry Council and under section 321, issue a code known as the Singapore Code on Take‑overs and Mergers (called in this Act the Take‑over Code).
(3) To avoid doubt, the Take‑over Code is deemed not to be subsidiary legislation.
(4) The Take‑over Code applies to a take‑over offer and to matters connected therewith, and all parties concerned in a take‑over offer or a matter connected therewith must comply with its provisions.
(5) The Take‑over Code is administered and enforced by the Securities Industry Council.
(6) The Authority may, on the advice of the Securities Industry Council, revise the Take‑over Code by deleting, amending or adding to the provisions thereof.
(7) The Securities Industry Council may issue rulings on the interpretation of the general principles and rules in the Take‑over Code and lay down the practice to be followed by parties concerned in a take‑over offer or a matter connected therewith, and such rulings or practice is final.
(8) A failure of any party concerned in a take‑over offer or a matter connected therewith to observe any of the provisions of the Take‑over Code does not of itself render that party liable to criminal proceedings but any such failure may, in any proceedings whether civil or criminal, be relied upon by any party to the proceedings as tending to establish or to negate any liability which is in question in the proceedings.
(9) Nothing in subsection (8) is to be construed as preventing the Securities Industry Council from invoking such sanctions (including public censure) as it may decide in relation to breaches of the Take‑over Code by any party concerned in a take‑over offer or a matter connected therewith.
(10) Where the Securities Industry Council has reason to believe that any party concerned in a take‑over offer or a matter connected therewith, or any person advising on a take‑over offer or a matter connected therewith, is in breach of the provisions of the Take‑over Code or is otherwise believed to have committed acts of misconduct in relation to such take‑over offer or matter, the Securities Industry Council has power to enquire into the suspected breach or misconduct.
(11) For the purpose of subsection (10), the Securities Industry Council may summon any person to give evidence on oath or affirmation, which it is authorised to administer, or produce any document or material necessary for the purpose of the enquiry.
Offences relating to take‑over offers
Open ↗140.—(1) A person who has no intention to make an offer in the nature of a take‑over offer must not give notice or publicly announce that the person intends to make a take‑over offer.
(2) A person must not make a take‑over offer or give notice or publicly announce that the person intends to make a take‑over offer if the person has no reasonable or probable grounds for believing that the person will be able to perform the person’s obligations if the take‑over offer is accepted or approved, as the case may be.
(3) Where a person contravenes subsection (1) or (2), the person and, where the person is a corporation, every officer of the corporation who is in default 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 7 years or to both.
