s 86F Approvals of Authority in relation to equity interests and control of voting power in certain cases
86F.—(1) Except with the prior written approval of the Authority, a person must not —(a) as a result of an increase in the holding of equity interest, or in the voting power controlled, by that person or any associate of that person, become a 25% controller, 50% controller or 75% controller of a designated entity on or after the effective designation date; or (b) as a result of a decrease in the holding of equity interest, or in the voting power controlled, by that person or any associate of that person, cease to be a 25% controller, 50% controller or 75% controller of a designated entity on or after the effective designation date.[Act 20 of 2024 wef 01/04/2025] (2) Subsection (1) does not apply if the transaction through which a person becomes a 25% controller, 50% controller or 75% controller, or ceases to be a 25% controller, 50% controller or 75% controller, is entered into before the effective designation date.[Act 20 of 2024 wef 01/04/2025] (3) A person must not become an indirect controller of a designated entity on or after the effective designation date unless the person has obtained the prior written approval of the Authority.[Act 20 of 2024 wef 01/04/2025] (4) The Authority may approve an application under subsection (1)(a) or (3) if the Authority is satisfied that —(a) the person who is to become a 25% controller, 50% controller, 75% controller or indirect controller of a designated entity and every associate of that person known to the Authority, are fit and proper persons; (b) in the case where any of the essential transport services provided by the following (whichever is applicable) is a licensed service — the provision of the service by the same will continue to be reliable, efficient, economical and safe (with reference to recognised international standards and any applicable conditions of licence, directions, codes or standards issued or set by the Authority):(i) the designated operating entity of which the person is to become a 25% controller, 50% controller, 75% controller or indirect controller; (ii) the trustee-manager of the designated operating entity of which the person is to become a 25% controller, 50% controller, 75% controller or indirect controller; (iii) in the case where the person is to become a 25% controller, 50% controller, 75% controller or indirect controller of a designated equity interest holder — the designated operating entity, or the trustee-manager of the designated operating entity, in relation to which the designated equity interest holder is so designated; (c) having regard to the influence of the person mentioned in paragraph (a) and every associate of that person known to the Authority, the following requirements are met:(i) if the designated entity is a designated operating entity — the designated operating entity or, if the designated operating entity is a business trust, its trustee-manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; (ii) if the designated entity is a designated equity interest holder —(A) the designated operating entity in respect of which the designated equity interest holder is so designated or, if that designated operating entity is a business trust, its trustee-manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; and (B) the designated equity interest holder or, if the designated equity interest holder is a business trust, its trustee-manager, will continue to comply with the provisions of this Act; and (d) it is in the public interest to do so.[Act 20 of 2024 wef 01/04/2025] (5) The Authority may approve an application under subsection (1)(b) if the Authority is satisfied that —(a) in the case where any of the essential transport services provided by the following (whichever is applicable) is a licensed service — the provision of the service by the same will continue to be reliable, efficient, economical and safe (with reference to recognised international standards and any applicable conditions of licence, directions, codes or standards issued or set by the Authority):(i) the designated operating entity of which the person is a 25% controller, 50% controller or 75% controller; (ii) the trustee-manager of the designated operating entity of which the person is a 25% controller, 50% controller or 75% controller; (iii) in the case where the person is a 25% controller, 50% controller or 75% controller of a designated equity interest holder — the designated operating entity, or the trustee-manager of the designated operating entity, in relation to which the designated equity interest holder is so designated; (b) in the case where the person is a 25% controller, 50% controller or 75% controller of a designated operating entity — the designated operating entity or, if the designated operating entity is a business trust, its trustee-manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; (c) in the case where the person is a 25% controller, 50% controller or 75% controller of a designated equity interest holder —(i) the designated operating entity in respect of which the designated equity interest holder is so designated or, if that designated operating entity is a business trust, its trustee-manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; and (ii) the designated equity interest holder or, if the designated equity interest holder is a business trust, its trustee-manager, will continue to comply with the provisions of this Act; and (d) it is in the public interest to do so.[Act 20 of 2024 wef 01/04/2025] (6) The Authority may —(a) grant an approval under this section subject to any conditions that the Authority considers appropriate to impose; and (b) at any time add to, vary or revoke any condition so imposed.[Act 20 of 2024 wef 01/04/2025] (7) Any condition imposed by the Authority under subsection (6) has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, limited liability partnership agreement, partnership contract, trust deed or other constitution of the designated operating entity or designated equity interest holder in relation to which the application for approval under subsection (1) or (3) is made.[40/2017] [Act 20 of 2024 wef 01/04/2025] (8) [Deleted by Act 20 of 2024 wef 01/04/2025] (9) Any person who contravenes subsection (1) or (3), or who fails to comply with any condition imposed under subsection (6), shall be guilty of an offence.[40/2017] [Act 20 of 2024 wef 01/04/2025] (10) 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 Authority of the contravention within a period of 14 days after becoming aware of the contravention; and (c) where the Authority issued any direction under section 86G relating to the contravention —(i) the accused complied with the direction within the period determined by the Authority under that section; or (ii) the period determined by the Authority under that section for compliance with the direction has not expired.[40/2017] [Act 20 of 2024 wef 01/04/2025] (11) 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 operating entity or designated equity interest holder, as the case may be;[Act 20 of 2024 wef 01/04/2025] (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 operating entity or designated equity interest holder, as the case may be;[Act 20 of 2024 wef 01/04/2025] (c) the accused notified the Authority of the contravention within a period of 7 days after the contravention; and (d) where the Authority issued any direction under section 86G relating to the contravention —(i) the accused complied with the direction within the period determined by the Authority under that section; or (ii) the period determined by the Authority under that section for compliance with the direction has not expired.[40/2017] [Act 20 of 2024 wef 01/04/2025] (12) 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 Authority of the contravention within a period of 14 days after the contravention; and (c) where the Authority issued any direction under section 86G relating to the contravention —(i) the accused complied with the direction within the period determined by the Authority under that section; or (ii) the period determined by the Authority under that section for compliance with the direction has not expired.[40/2017] [Act 20 of 2024 wef 01/04/2025] (13) Except as provided in subsections (10), (11) and (12), 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.[40/2017]