§ 19 — Approvals of Minister in relation to equity interests and control of voting power in certain cases

19.—(1) Except with the prior written approval of the Minister, on or after the designation date —(a)

a person must not become a Level B controller, Level C controller or Level D controller of a designated entity; and

(b)

a Level Y controller or Level Z controller of a designated entity must not cease to be a Level Y controller or Level Z controller of the designated entity.

(2) Subsection (1) does not apply if the transaction through which a person becomes a Level B controller, Level C controller or Level D controller, or ceases to be a Level Y controller or Level Z controller, is entered into before the designation date.

(3) Except with the prior written approval of the Minister, a person must not, on or after the designation date, become an indirect controller of a designated entity.

(4) A person must not, on or after the designation date, acquire, as a going concern, the business or undertaking or any part of the business or undertaking of a designated entity unless the person and —(a)

the designated entity;

(b)

in the case of a designated entity that is a business trust — the trustee‑manager of the business trust; or

(c)

in the case of a designated entity that is a trust other than a business trust — the trustee of the trust,

have obtained the prior written approval of the Minister.

(5) On an application for approval under subsection (1)(a) or (3), the Minister may approve the application if the Minister is satisfied that —(a)

the person who is to become a Level B controller, Level C controller or Level D controller or an indirect controller of a designated entity, and every associate of that person that the Minister knows is an associate, is a fit and proper person under the Guidelines on Fit and Proper Criteria;

(b)

having regard to the influence of —(i)

the person mentioned in paragraph (a); and

(ii)

every associate of that person,

the designated entity will continue to carry on its business or undertaking; and

(c)

it is not against the national security interests of Singapore to do so.

(6) On an application for approval under subsection (1)(b), the Minister may approve the application if the Minister is satisfied that —(a)

the designated entity of which the applicant is a Level Y controller or Level Z controller will continue to carry on its business or undertaking despite the applicant ceasing to be a Level Y controller or Level Z controller of the designated entity; and

(b)

it is not against the national security interests of Singapore to do so.

(7) On an application for approval under subsection (4), the Minister may approve the application if the Minister is satisfied that —(a)

the person acquiring the business or undertaking, or part of the business or undertaking, is a fit and proper person under the Guidelines on Fit and Proper Criteria;

(b)

the acquisition will not affect the security and reliability of the business or undertaking of the designated entity in Singapore; and

(c)

it is not against the national security interests of Singapore to do so.

(8) An approval of the Minister under this section may be granted subject to any conditions that the Minister considers appropriate to impose.

(9) Any condition imposed by the Minister under subsection (8) has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, trust deed, or other constitution, of the designated entity in relation to which the application for approval under subsection (1), (3) or (4) is made.

(10) A person who contravenes —(a)

subsection (1), (3) or (4); or

(b)

any condition imposed under subsection (8),

shall be guilty of an offence.

(11) In any proceedings for an offence in relation to a contravention of subsection (1), it is a defence for the accused to prove that —(a)

the accused was not aware of the contravention when it occurred;

(b)

the accused notified the Minister of the contravention within a period of 14 days after becoming aware of the contravention; and

(c)

if the Minister issued any direction under section 22, 23 or 24 relating to the contravention —(i)

the accused complied with the direction within the period determined by the Minister under any of those sections; or

(ii)

the period determined by the Minister under any of those sections for the compliance of the direction has not expired.

(12) In any proceedings for an offence in relation to a contravention of subsection (1), it is also a defence for the accused to prove that even though the accused was aware of the contravention —(a)

the contravention occurred as a result of an increase or decrease in the holding of equity interest, or in the voting power controlled, by any of the associates of the accused, in the designated entity;

(b)

the accused has no agreement or arrangement (whether oral or in writing and whether express or implied) with that associate with respect to the acquisition, holding or disposal of equity interests or other interests, or under which they act together in exercising their voting power, in relation to the designated entity;

(c)

the accused took all reasonable steps to notify the Minister of the contravention within a period of 7 days after the contravention; and

(d)

if the Minister issued any direction under section 22, 23 or 24 relating to the contravention —(i)

the accused complied with the direction within the period determined by the Minister under any of those sections; or

(ii)

the period determined by the Minister under any of those sections for the compliance of the direction has not expired.

(13) In any proceedings for an offence in relation to a contravention of subsection (3), it is a defence for the accused to prove that —(a)

the accused was not aware of the contravention when it occurred;

(b)

the accused notified the Minister of the contravention within a period of 14 days after the contravention; and

(c)

if the Minister issued any direction under section 22, 23 or 24 relating to the contravention —(i)

the accused complied with the direction within the period determined by the Minister under any of those sections; or

(ii)

the period determined by the Minister under any of those sections for the compliance of the direction has not expired.

(14) Except as provided in subsections (11), (12) and (13), it is not a defence in any proceedings for an offence in relation to a contravention of subsection (1) or (3) to prove that the accused did not intend to or did not knowingly contravene subsection (1) or (3), as the case may be.

—(1) Except with the prior written approval of the Minister, on or after the designation date —(a)

a person must not become a Level B controller, Level C controller or Level D controller of a designated entity; and

(b)

a Level Y controller or Level Z controller of a designated entity must not cease to be a Level Y controller or Level Z controller of the designated entity.

(2) Subsection (1) does not apply if the transaction through which a person becomes a Level B controller, Level C controller or Level D controller, or ceases to be a Level Y controller or Level Z controller, is entered into before the designation date.

(3) Except with the prior written approval of the Minister, a person must not, on or after the designation date, become an indirect controller of a designated entity.

(4) A person must not, on or after the designation date, acquire, as a going concern, the business or undertaking or any part of the business or undertaking of a designated entity unless the person and —(a)

the designated entity;

(b)

in the case of a designated entity that is a business trust — the trustee‑manager of the business trust; or

(c)

in the case of a designated entity that is a trust other than a business trust — the trustee of the trust,

have obtained the prior written approval of the Minister.

(5) On an application for approval under subsection (1)(a) or (3), the Minister may approve the application if the Minister is satisfied that —(a)

the person who is to become a Level B controller, Level C controller or Level D controller or an indirect controller of a designated entity, and every associate of that person that the Minister knows is an associate, is a fit and proper person under the Guidelines on Fit and Proper Criteria;

(b)

having regard to the influence of —(i)

the person mentioned in paragraph (a); and

(ii)

every associate of that person,

the designated entity will continue to carry on its business or undertaking; and

(c)

it is not against the national security interests of Singapore to do so.

(6) On an application for approval under subsection (1)(b), the Minister may approve the application if the Minister is satisfied that —(a)

the designated entity of which the applicant is a Level Y controller or Level Z controller will continue to carry on its business or undertaking despite the applicant ceasing to be a Level Y controller or Level Z controller of the designated entity; and

(b)

it is not against the national security interests of Singapore to do so.

(7) On an application for approval under subsection (4), the Minister may approve the application if the Minister is satisfied that —(a)

the person acquiring the business or undertaking, or part of the business or undertaking, is a fit and proper person under the Guidelines on Fit and Proper Criteria;

(b)

the acquisition will not affect the security and reliability of the business or undertaking of the designated entity in Singapore; and

(c)

it is not against the national security interests of Singapore to do so.

(8) An approval of the Minister under this section may be granted subject to any conditions that the Minister considers appropriate to impose.

(9) Any condition imposed by the Minister under subsection (8) has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, trust deed, or other constitution, of the designated entity in relation to which the application for approval under subsection (1), (3) or (4) is made.

(10) A person who contravenes —(a)

subsection (1), (3) or (4); or

(b)

any condition imposed under subsection (8),

shall be guilty of an offence.

(11) In any proceedings for an offence in relation to a contravention of subsection (1), it is a defence for the accused to prove that —(a)

the accused was not aware of the contravention when it occurred;

(b)

the accused notified the Minister of the contravention within a period of 14 days after becoming aware of the contravention; and

(c)

if the Minister issued any direction under section 22, 23 or 24 relating to the contravention —(i)

the accused complied with the direction within the period determined by the Minister under any of those sections; or

(ii)

the period determined by the Minister under any of those sections for the compliance of the direction has not expired.

(12) In any proceedings for an offence in relation to a contravention of subsection (1), it is also a defence for the accused to prove that even though the accused was aware of the contravention —(a)

the contravention occurred as a result of an increase or decrease in the holding of equity interest, or in the voting power controlled, by any of the associates of the accused, in the designated entity;

(b)

the accused has no agreement or arrangement (whether oral or in writing and whether express or implied) with that associate with respect to the acquisition, holding or disposal of equity interests or other interests, or under which they act together in exercising their voting power, in relation to the designated entity;

(c)

the accused took all reasonable steps to notify the Minister of the contravention within a period of 7 days after the contravention; and

(d)

if the Minister issued any direction under section 22, 23 or 24 relating to the contravention —(i)

the accused complied with the direction within the period determined by the Minister under any of those sections; or

(ii)

the period determined by the Minister under any of those sections for the compliance of the direction has not expired.

(13) In any proceedings for an offence in relation to a contravention of subsection (3), it is a defence for the accused to prove that —(a)

the accused was not aware of the contravention when it occurred;

(b)

the accused notified the Minister of the contravention within a period of 14 days after the contravention; and

(c)

if the Minister issued any direction under section 22, 23 or 24 relating to the contravention —(i)

the accused complied with the direction within the period determined by the Minister under any of those sections; or

(ii)

the period determined by the Minister under any of those sections for the compliance of the direction has not expired.

(14) Except as provided in subsections (11), (12) and (13), it is not a defence in any proceedings for an offence in relation to a contravention of subsection (1) or (3) to prove that the accused did not intend to or did not knowingly contravene subsection (1) or (3), as the case may be.