s 13 Disclosure and register of directors’ and chief executive officer’s interests
13.—(1) The trustee‑manager of a registered business trust must keep a register showing with respect to each director of the trustee‑manager particulars of —(a) units or derivatives of units in the registered business trust, being units or derivatives in which the director has an interest and the nature and extent of that interest; and (b) debentures of the registered business trust in which the director has an interest and the nature and extent of that interest. (1A) The trustee-manager of a registered business trust must keep a register showing with respect to each chief executive officer of the trustee-manager particulars of —(a) units or derivatives of units in the registered business trust, being units or derivatives in which the chief executive officer has an interest and the nature and extent of that interest; and (b) debentures of the registered business trust in which the chief executive officer has an interest and the nature and extent of that interest.[Act 30 of 2022 wef 12/03/2024] (2) The trustee‑manager of a registered business trust must, within 3 days after receiving any notice from a director or chief executive officer under subsection (8) or section 137N(1) of the Securities and Futures Act 2001, enter in its register in relation to the director or chief executive officer (as the case may be) the particulars in subsection (1) or (1A) (as the case may be), including —(a) the number and description of units or derivatives of units in a registered business trust and debentures of a registered business trust, in which the director or chief executive officer (as the case may be) has an interest;[Act 30 of 2022 wef 12/03/2024] (b) in respect of units or derivatives of units in a registered business trust or debentures of a registered business trust, acquired after he or she became a director or chief executive officer (as the case may be) —(i) the price or other consideration for the transaction (if any) by reason of which an entry is required to be made under this subsection; and (ii) the date of the agreement for the transaction and the date of completion of the transaction; or where there was no transaction, the date of the occurrence of the event by reason of which an entry is required to be made under this subsection; and[Act 30 of 2022 wef 12/03/2024] (c) particulars of any change in respect of the particulars mentioned in paragraphs (a) and (b), including the consideration (if any) received as a result of the event giving rise to the change.[2/2009] [Act 30 of 2022 wef 12/03/2024] [Act 30 of 2022 wef 12/03/2024] (2A) Subsection (2) does not apply to a trustee-manager of a registered business trust in relation to any notice received by the trustee-manager before the appointed day, from a person in the person’s capacity as a chief executive officer, under section 137N(1) of the Securities and Futures Act 2001.[Act 30 of 2022 wef 12/03/2024] (2B) Where —(a) before the appointed day, the trustee-manager of a registered business trust had received any notice under section 137N(1) of the Securities and Futures Act 2001 from a person in the person’s capacity as a chief executive officer; and (b) on the appointed day, the person is a chief executive officer of the trustee-manager, the trustee-manager must enter in its register in relation to the chief executive officer, within 14 days after the appointed day — (c) the particulars of units or derivatives of units in the registered business trust and debentures of the registered business trust, in which the chief executive officer has an interest immediately prior to the appointed day; and (d) the nature and extent of that interest, including the number and description of the units or derivatives of units in the registered business trust and debentures of the registered business trust.[Act 30 of 2022 wef 12/03/2024] (3) The trustee‑manager of a registered business trust must make the register available for public inspection at the registered office of the trustee‑manager without charge. (4) A person may request the trustee‑manager of a registered business trust to provide the person with a copy of its register or any part of the register on payment in advance of a sum of $1 or any lesser sum that the trustee‑manager requires for every page or part of a page required to be copied, and the trustee‑manager must send the copy to that person within 21 days after the day on which the trustee‑manager receives the request. (5) The trustee‑manager of a registered business trust must, at the direction of the Authority, send to the Authority within such time as may be specified by the Authority a copy of its register or any part of the register. (6) The trustee‑manager of a registered business trust must produce its register at the commencement of each annual general meeting of the unitholders of the registered business trust and keep it open and accessible during the meeting to all persons attending the meeting. (7) It is a defence to a prosecution for failing to comply with subsection (1), (1A), (2) or (2B) in respect of particulars relating to a director or chief executive officer of the trustee‑manager of a registered business trust if the defendant proves that the failure was due to the failure of the director or chief executive officer to comply with subsection (8) or (as the case may be) section 137N(1) of the Securities and Futures Act 2001 with respect to those particulars.[2/2009] [Act 30 of 2022 wef 12/03/2024] (8) In accordance with subsections (9), (9A) and (9B), every director and chief executive officer of the trustee‑manager of a registered business trust must give written notice to the trustee‑manager of —(a) particulars relating to his or her units or derivatives of units in the registered business trust, or debentures of the registered business trust; and (b) particulars of any change in respect of the particulars mentioned in paragraph (a), as are necessary for the purposes of compliance by the trustee‑manager with subsections (1), (1A) and (2). [Act 30 of 2022 wef 12/03/2024] (9) A notice under subsection (8) must be given —(a) in the case of a notice under paragraph (a) of that subsection, within 2 business days after the later of the following dates:(i) the date on which the director became a director of the trustee-manager of a registered business trust or the chief executive officer became a chief executive officer of the trustee-manager, as the case may be; (ii) the date on which the director or chief executive officer (as the case may be) became a unitholder of the registered business trust or acquired an interest in the units or derivatives of units in the registered business trust or debentures of the registered business trust; and[Act 30 of 2022 wef 12/03/2024] (b) in the case of a notice under paragraph (b) of that subsection, within 2 business days after the occurrence of the event giving rise to the change mentioned in that paragraph. (9A) Subsection (9) does not apply to a chief executive officer of the trustee-manager of a registered business trust in respect of —(a) any acquisition of a unit in the registered business trust, or an interest in a unit or derivative of a unit in the registered business trust or a debenture of the registered business trust, that takes place before the appointed day; and (b) any change in respect of the particulars mentioned in subsection (8)(a), where the event giving rise to the change takes place before the appointed day.[Act 30 of 2022 wef 12/03/2024] (9B) Where —(a) before the appointed day, a chief executive officer of the trustee-manager of a registered business trust had become a unitholder of the registered business trust or acquired an interest in the units or derivatives of units in the registered business trust or debentures of the registered business trust; and (b) on the appointed day, the chief executive officer continues to hold such units or interests, a notice under subsection (8)(a) must be given within 14 days after the appointed day, unless such notice had been given before that day. [Act 30 of 2022 wef 12/03/2024] (10) The trustee‑manager of a registered business trust must, within 7 days after it receives a notice given under subsection (8), send a copy of the notice to each of the other directors and chief executive officers of the trustee‑manager.[Act 30 of 2022 wef 12/03/2024] (11) It is a defence to a prosecution for failing to comply with subsection (8)(a) or (b), (9) or (9B) if the defendant proves that his or her failure was due to his or her not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —(a) he or she was not so aware on the date of the information or summons; or (b) he or she became so aware less than 2 days before the date of the summons.[Act 30 of 2022 wef 12/03/2024] (12) For the purposes of subsection (11), a person is conclusively presumed to have been aware at a particular time of a fact or occurrence —(a) of which he or she would, if he or she had acted with reasonable diligence in the conduct of his or her affairs, have been aware at that time; or (b) of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her employer’s or principal’s interest in units or derivatives of units in the registered business trust or debentures of the registered business trust, was aware or would, if the employee or agent had acted with reasonable diligence in the conduct of the employer’s or principal’s affairs, have been aware at that time. (13) [Deleted by Act 30 of 2022 wef 12/03/2024] (14) For the purposes of this section, a director or chief executive officer of the trustee‑manager of a registered business trust is deemed to have an interest in units or derivatives of units in the registered business trust or debentures of the registered business trust (as the case may be) if that director or chief executive officer (as the case may be) is deemed to have an interest in the units, derivatives of units or debentures (as the case may be) under section 4 of the Securities and Futures Act 2001.[Act 30 of 2022 wef 12/03/2024] (15) For the purposes of this section —(a) an interest of a member of a director’s family is treated as an interest of the director and the words “member of a director’s family” include the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter; and (b) an interest of a member of a chief executive officer’s family is treated as an interest of the chief executive officer and the words “member of the chief executive officer’s family” include the chief executive officer’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.[Act 30 of 2022 wef 12/03/2024] (16) Any director or chief executive officer of the trustee‑manager of a registered business trust who contravenes subsection (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 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 $10,000 for every day or part of a day during which the offence continues after conviction.[Act 30 of 2022 wef 12/03/2024] (17) Any trustee‑manager of a registered business trust which contravenes subsection (1), (1A), (2), (2B), (3), (4), (5), (6) or (10) 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.[Act 30 of 2022 wef 12/03/2024] (18) Subsections (8) to (15) do not apply in respect of a registered business trust —(a) all or any of the units of which are listed for quotation on the official list of an approved exchange; and (b) to which Subdivision (2) of Division 2 of Part 7 of the Securities and Futures Act 2001 applies.[2/2009; 4/2017] (19) In this section, “appointed day” means the date of commencement of section 7 of the Business Trusts (Amendment) Act 2022.[Act 30 of 2022 wef 12/03/2024] [Act 30 of 2022 wef 12/03/2024]