§ 24 — Remedial directions in respect of breach of conditions of validation notice

24.—(1) This section applies if the Minister is satisfied that —(a)

any condition specified in a validation notice under section 21(8) has not been complied with, where the validation notice does not specify that the consequence of breach of the condition is that the transaction in respect of which the validation notice was issued is void;

(b)

a person has provided false or misleading information or documents in connection with an application for a validation notice under section 21(2);

(c)

in the case of a person who had applied for a validation notice under section 21(2) and the Minister had issued a validation notice under section 21(4) in relation to a transaction that is completed in contravention of section 19(1)(a), (3) or (4) —(i)

the person or any associate of the person has ceased to be a fit and proper person under the Guidelines on Fit and Proper Criteria;

(ii)

that having regard to the influence of the person or of any associate of the person, the designated entity is no longer likely to continue to carry on its business or undertaking; or

(iii)

it is against the national security interests of Singapore to allow the person to continue to be a Level B controller, Level C controller, Level D controller or indirect controller of the designated entity, or to allow the person to continue to own or manage the business or undertaking, or the part of the business or undertaking, of the designated entity that was acquired, as the case may be;

(d)

in the case of a person who had applied for a validation notice under section 21(2) and the Minister had issued a validation notice under section 21(5) in relation to a transaction that is completed in contravention of section 19(1)(b), the designated entity is no longer likely to continue to carry on its business or undertaking because the person ceased to be a Level Y controller or Level Z controller of the designated entity, as the case may be; or

(e)

the Minister would not have issued a validation notice to a person under section 21(4) or (5) had the Minister been aware, at the time of issuance, of circumstances relevant to the person’s application for the validation notice.

(2) If this section applies, the Minister may do any one or more of the following:(a)

if the person to whom the validation notice was issued is a Level B controller, Level C controller or Level D controller of a designated entity —(i)

direct the person to take any steps that are necessary, within the period specified by the Minister, to cease to be a Level B controller, Level C controller or Level D controller (as the case may be) of the designated entity;

(ii)

direct the transfer or disposal (whether generally or to a specified person) of all or any of the equity interests in the designated entity held by the person or any of the person’s associates (called in this section and section 25 the section 24(2) equity interests), within the time, and subject to any conditions, that the Minister considers appropriate; or

(iii)

direct that the transfer or disposal of all or any of the section 24(2) equity interests be restricted, subject to any conditions that the Minister considers appropriate;

(b)

if the person to whom the validation notice was issued is an indirect controller of a designated entity, direct the person, or direct —(i)

the designated entity;

(ii)

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

(iii)

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

to take any steps that are necessary, within the period specified by the Minister, to cease to be such an indirect controller or to cause the person to cease to be such an indirect controller, as the case may be;

(c)

if the person to whom the validation notice was issued is a person who acquired, as a going concern, a business or undertaking or any part of a business or undertaking of a designated entity, direct the person to transfer or dispose of all or any part of the business or undertaking within the time, and subject to any conditions, that the Minister considers appropriate;

(d)

if the person to whom the validation notice was issued is a person who ceased to be a Level Y controller or Level Z controller of a designated entity, direct the person to take any steps that are necessary, within the period specified by the Minister, to resume being a Level Y controller or Level Z controller, as the case may be;

(e)

make any other direction that the Minister considers appropriate.

(3) Before issuing any direction to a person under subsection (2), the Minister must —(a)

unless the Minister decides that it is not practicable or desirable to do so, give the person written notice of the Minister’s intention to issue the direction and specify a date by which the person may make written representations with regard to the direction; and

(b)

consider every written representation from the person received on or before the date specified under paragraph (a).

(4) The Minister may, at any time, revoke, vary or discharge any direction under subsection (2), or suspend the operation of any such direction.

(5) A person who fails to comply with a direction under subsection (2) (including a direction that is varied under subsection (4)) within the period specified by the Minister, shall be guilty of an offence.

—(1) This section applies if the Minister is satisfied that —(a)

any condition specified in a validation notice under section 21(8) has not been complied with, where the validation notice does not specify that the consequence of breach of the condition is that the transaction in respect of which the validation notice was issued is void;

(b)

a person has provided false or misleading information or documents in connection with an application for a validation notice under section 21(2);

(c)

in the case of a person who had applied for a validation notice under section 21(2) and the Minister had issued a validation notice under section 21(4) in relation to a transaction that is completed in contravention of section 19(1)(a), (3) or (4) —(i)

the person or any associate of the person has ceased to be a fit and proper person under the Guidelines on Fit and Proper Criteria;

(ii)

that having regard to the influence of the person or of any associate of the person, the designated entity is no longer likely to continue to carry on its business or undertaking; or

(iii)

it is against the national security interests of Singapore to allow the person to continue to be a Level B controller, Level C controller, Level D controller or indirect controller of the designated entity, or to allow the person to continue to own or manage the business or undertaking, or the part of the business or undertaking, of the designated entity that was acquired, as the case may be;

(d)

in the case of a person who had applied for a validation notice under section 21(2) and the Minister had issued a validation notice under section 21(5) in relation to a transaction that is completed in contravention of section 19(1)(b), the designated entity is no longer likely to continue to carry on its business or undertaking because the person ceased to be a Level Y controller or Level Z controller of the designated entity, as the case may be; or

(e)

the Minister would not have issued a validation notice to a person under section 21(4) or (5) had the Minister been aware, at the time of issuance, of circumstances relevant to the person’s application for the validation notice.

(2) If this section applies, the Minister may do any one or more of the following:(a)

if the person to whom the validation notice was issued is a Level B controller, Level C controller or Level D controller of a designated entity —(i)

direct the person to take any steps that are necessary, within the period specified by the Minister, to cease to be a Level B controller, Level C controller or Level D controller (as the case may be) of the designated entity;

(ii)

direct the transfer or disposal (whether generally or to a specified person) of all or any of the equity interests in the designated entity held by the person or any of the person’s associates (called in this section and section 25 the section 24(2) equity interests), within the time, and subject to any conditions, that the Minister considers appropriate; or

(iii)

direct that the transfer or disposal of all or any of the section 24(2) equity interests be restricted, subject to any conditions that the Minister considers appropriate;

(b)

if the person to whom the validation notice was issued is an indirect controller of a designated entity, direct the person, or direct —(i)

the designated entity;

(ii)

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

(iii)

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

to take any steps that are necessary, within the period specified by the Minister, to cease to be such an indirect controller or to cause the person to cease to be such an indirect controller, as the case may be;

(c)

if the person to whom the validation notice was issued is a person who acquired, as a going concern, a business or undertaking or any part of a business or undertaking of a designated entity, direct the person to transfer or dispose of all or any part of the business or undertaking within the time, and subject to any conditions, that the Minister considers appropriate;

(d)

if the person to whom the validation notice was issued is a person who ceased to be a Level Y controller or Level Z controller of a designated entity, direct the person to take any steps that are necessary, within the period specified by the Minister, to resume being a Level Y controller or Level Z controller, as the case may be;

(e)

make any other direction that the Minister considers appropriate.

(3) Before issuing any direction to a person under subsection (2), the Minister must —(a)

unless the Minister decides that it is not practicable or desirable to do so, give the person written notice of the Minister’s intention to issue the direction and specify a date by which the person may make written representations with regard to the direction; and

(b)

consider every written representation from the person received on or before the date specified under paragraph (a).

(4) The Minister may, at any time, revoke, vary or discharge any direction under subsection (2), or suspend the operation of any such direction.

(5) A person who fails to comply with a direction under subsection (2) (including a direction that is varied under subsection (4)) within the period specified by the Minister, shall be guilty of an offence.