s 42 Main shareholder of casino operator not to divest stake or participate in other casino for certain period
42.—(1) During the period mentioned in section 41(1) —(a) the main shareholder of a casino operator must not, without the prior written approval of the Minister, transfer or dispose of any part of the main shareholder’s stake in the casino operator to the extent that after the transfer or disposal, the percentage of the total votes attached to the main shareholder’s stake in the casino operator —(i) is less than 20% of the total votes attached to all voting shares in the casino operator; or (ii) is equal to or less than the percentage of the total votes attached to the stake of any other stakeholder in the casino operator; and[Act 29 of 2024 wef 30/10/2024] (b) no person other than the main shareholder of a casino operator may, without the prior written approval of the Minister, acquire any stake in the casino operator to the extent that after the acquisition, the percentage of the total votes attached to the stake of that person in the casino operator —(i) is equal to or more than 20% of the total votes attached to all voting shares in the casino operator; and (ii) is equal to or more than the percentage of the total votes attached to the main shareholder’s stake in the casino operator.[Act 1 of 2022 wef 01/03/2022] [Act 29 of 2024 wef 30/10/2024] (2) The main shareholder of a casino operator must not, at any time where there are only 2 casinos in Singapore —(a) acquire or hold any stake in the other casino operator; (b) participate in the management or operation of the other casino operator, whether by nominating or appointing any director or officer of the other casino operator or otherwise; or (c) enter into any agreement for the management or operation of the other casino. (3) Any person who contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction —(a) in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both; or[Act 29 of 2024 wef 30/10/2024] (b) in any other case, to a fine not exceeding $250,000.[Act 29 of 2024 wef 30/10/2024] (4) Without affecting subsection (3), the Minister may, by written notice, do one or more of the following:(a) where the Minister is satisfied that the main shareholder of a casino operator has contravened subsection (1)(a), direct the main shareholder to acquire a stake in the casino operator, in such manner, within such time and subject to such conditions as may be specified in the notice, to the extent that after the acquisition, the percentage of the total votes attached to the main shareholder’s stake in the casino operator —(i) is equal to or more than 20% of the total votes attached to all voting shares in the casino operator; and (ii) is more than the percentage of the total votes attached to the stake of every other stakeholder in the casino operator; (b) where the Minister is satisfied that any person has contravened subsection (1)(b) or (2)(a), direct that person to transfer or dispose of the whole or any part of that person’s stake in the casino operator which has been acquired or held in contravention of that provision in such manner, within such time and subject to such conditions as may be specified in the notice; (c) where the Minister is satisfied that the main shareholder of a casino operator has contravened subsection (2)(b), direct the main shareholder to cease all participation in contravention of that provision within such time as may be specified in the notice; (d) where the Minister is satisfied that the main shareholder of a casino operator has contravened subsection (2)(c), direct the main shareholder to terminate any agreement made in contravention of that provision within such time as may be specified in the notice; (e) give any other direction that the Minister considers appropriate. (5) Any person who, without reasonable excuse, fails to comply with a direction made under subsection (4) shall be guilty of an offence and shall be liable on conviction —(a) in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or[Act 29 of 2024 wef 30/10/2024] (b) in any other case, 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.[Act 29 of 2024 wef 30/10/2024] (6) Where any direction has been made under subsection (4)(b), then, until a transfer or disposal is effected in accordance with the direction, and despite anything in the Companies Act 1967 or in the memorandum or articles of association of the casino operator —(a) no voting rights are exercisable in respect of any voting shares in the casino operator which are comprised in any part of any stake in the casino operator acquired or held in contravention of subsection (1)(b) or (2)(a) (called in this subsection the relevant shares), unless the Minister expressly permits such rights to be exercised; (b) no shares in the casino operator may be issued or offered (whether by way of rights, bonus or otherwise) in respect of the relevant shares unless the Minister expressly permits such issue or offer; and (c) except in a liquidation of the casino operator, no payment may be made by the casino operator of any amount (whether by way of dividends or otherwise) in respect of the relevant shares unless the Minister expressly permits such payment. (7) For the purposes of this section —(a) a person holds a stake in a casino operator if the person —(i) holds any voting share in the casino operator; or (ii) is deemed under subsection (8) to control any percentage of the total votes attached to all voting shares in the casino operator; and (b) the percentage of the total votes attached to a person’s stake in a casino operator at a particular time is the aggregate of —(i) the percentage which represents the proportion that the votes attached to the voting shares which the person holds in the casino operator at that time bear to the total votes attached to all voting shares in the casino operator at that time; and (ii) every percentage of the total votes attached to all voting shares in the casino operator which the person is deemed under subsection (8) to control at that time. (8) For the purposes of this section, if —(a) a person —(i) holds one or more units of equity interests in an entity (called in this subsection the first level entity) and by virtue of that holding controls; or (ii) is deemed under this subsection to control, a certain percentage (called in this subsection the first level percentage) of the total votes attached to all equity interests in the first level entity; and (b) the first level entity holds one or more units of equity interests in another entity (called in this subsection the second level entity) and by virtue of that holding controls a certain percentage (called in this subsection the second level percentage) of the total votes attached to all equity interests in the second level entity, then the person is deemed to control a percentage of the total votes attached to all equity interests in the second level entity which is equal to the product of the first level percentage and the second level percentage. (9) In this section —“business trust” has the meaning given by section 2 of the Business Trusts Act 2004; “entity” includes a corporation, an unincorporated association, a sole proprietorship, a partnership, a limited liability partnership and a business trust; “equity interest” —(a) in relation to a corporation, means a voting share in that corporation; and (b) in relation to any entity other than a corporation, means any right or interest, whether legal or equitable, in the entity, by whatever name called, which gives the holder of that right or interest voting power in that entity; “hold”, in relation to any stake, voting share or unit of equity interest, includes holding that stake, voting share or unit through a nominee, and “holder” and “holding” are to be construed accordingly; “limited liability partnership” means a limited liability partnership formed under section 4(1) of the Limited Liability Partnerships Act 2005 or any equivalent foreign law; “main shareholder”, in relation to a casino operator, means such person as the Minister may, by notification in the Gazette, designate as the main shareholder of the casino operator. (10) This section applies to every individual, whether resident in Singapore or not, and to every body corporate or unincorporate, whether incorporated or carrying on business in Singapore or not. (11) Where the main shareholder of a casino operator is not resident or does not have a place of business in Singapore, it is a condition of the casino licence that the casino operator must notify the Authority of an address within Singapore for the service of any summons, notice, order or legal process upon its main shareholder and of a person or persons authorised by the main shareholder to accept service on its behalf.