Long Title

Part I PRELIMINARY

Part IA POSTAL AUTHORITY

Part II EXCLUSIVE PRIVILEGE AND LICENSING, ETC., OF POSTAL SERVICES

Part III POSTAL SERVICES AND SYSTEMS

Part IV CODES OF PRACTICE AND DIRECTIONS

Part IVA CONTROL OVER DESIGNATED POSTAL LICENSEES

Part V OFFENCES AND PENALTIES

Part VI INTERNATIONAL OBLIGATIONS AND NATIONAL INTERESTS

Part VII ENFORCEMENT POWERS AND PROCEDURES

Part VIII GENERAL PROVISIONS

THE SCHEDULE Powers of Postal Authority

Legislative History

Comparative Table

PART IVA
CONTROL OVER DESIGNATED POSTAL LICENSEES
Interpretation of this Part
26A.
—(1)  In this Part, unless the context otherwise requires —
“12% controller”, in relation to a designated postal licensee, means a person, not being a 30% controller, who alone or together with his associates —
(a)
holds 12% or more of the total number of voting shares in the designated postal licensee; or
(b)
is in a position to control 12% or more of the voting power in the designated postal licensee;
“30% controller”, in relation to a designated postal licensee, means a person who alone or together with his associates —
(a)
holds 30% or more of the total number of voting shares in the designated postal licensee; or
(b)
is in a position to control 30% or more of the voting power in the designated postal licensee;
“associate” has the meaning given to that expression in regulations made under section 26H;
“consolidation” means any transaction —
(a)
that results in a person —
(i)
becoming a 30% controller of a designated postal licensee;
(ii)
acquiring the business of a designated postal licensee (or any part thereof) as a going concern; or
(iii)
obtaining effective control over a designated postal licensee; or
(b)
that is prescribed by regulations made under section 26H, or that falls within a class of transactions prescribed in such regulations;
“designated postal licensee” means a postal licensee —
(a)
which has been declared by the Postal Authority, by notification published in the Gazette, to be a designated postal licensee for the purposes of this Part; or
(b)
which is within a class of postal licensees which has been declared by the Postal Authority, by notification published in the Gazette, to be a designated class of postal licensees for the purposes of this Part;
“effective control” has the meaning given to it in the code of practice referred to in section 26C;
“share” includes stock except where a distinction between stock and shares is expressed or implied;
“treasury share” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
“voting share” has the same meaning as in section 4(1) of the Companies Act, but does not include a treasury share.
[34/2007 wef 24/08/2007]
(2)  In relation to a designated postal licensee the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock shall be deemed to be an interest in an issued share in the designated postal licensee having the same nominal amount as the amount of that stock and having attached to it the same rights as are attached to that stock.
[34/2007 wef 24/08/2007]
(3)  The Postal Authority may, by notification published in the Gazette, vary or revoke any declaration of a designated postal licensee.
[34/2007 wef 24/08/2007]
Control of acquisition of designated postal licensee
26B.
—(1)  A designated postal licensee shall give notice in writing, in the prescribed manner and within the prescribed period, to the Postal Authority on the occasion when a person, whether by a series of transactions over a period of time or otherwise —
(a)
first acquires 5% or more but less than 12% of the voting shares in the designated postal licensee; or
(b)
first controls 5% or more but less than 12% of the voting power in the designated postal licensee.
[34/2007 wef 24/08/2007]
(2)  Subject to subsection (4), no person shall, whether through a series of transactions over a period of time or otherwise, become a 12% controller or a 30% controller of a designated postal licensee without obtaining the prior written approval of the Postal Authority in the prescribed manner and within the prescribed period.
[34/2007 wef 24/08/2007]
(3)  No person shall enter into any other transaction that constitutes a consolidation with a designated postal licensee without obtaining the prior written approval of the Postal Authority in the prescribed manner and within the prescribed period.
[34/2007 wef 24/08/2007]
(4)  To the extent that the holding of any shares or control of any voting power in a designated postal licensee under subsection (2) constitutes a consolidation with that designated postal licensee, the person and the designated postal licensee shall, in addition to the approval required under that subsection, obtain the prior written approval of the Postal Authority in the prescribed manner and within the prescribed period.
[34/2007 wef 24/08/2007]
Power to issue code of practice relating to control of designated postal licensee
26C.
—(1)  Without prejudice to the generality of section 24, the Postal Authority may issue a code of practice under that section which specifies such matters as are generally necessary for carrying out the purposes and provisions of this Part and for the due administration thereof.
[34/2007 wef 24/08/2007]
(2)  Without prejudice to the generality of subsection (1), the Postal Authority may specify in the code of practice —
(a)
the circumstances under which a person would be considered to have entered into a consolidation with a designated postal licensee;
(b)
the categories of persons that shall obtain the prior written approval of the Postal Authority for —
(i)
any consolidation with a designated postal licensee; or
(ii)
an acquisition of the business of a designated postal licensee or part thereof;
(c)
the duties and obligations of a designated postal licensee and a person acquiring the business or part thereof as a going concern, holding any voting shares or controlling the voting power of a designated postal licensee;
(d)
the rules and procedures that a designated postal licensee and a person acquiring the business or part thereof as a going concern, holding any voting shares or controlling the voting power of a designated postal licensee must comply with; and
(e)
the terms and conditions which the Postal Authority may impose in granting any written approval under section 26B.
[34/2007 wef 24/08/2007]
Power to issue directions
26D.
—(1)  Without prejudice to the generality of section 25, if the Postal Authority is satisfied that a person —
(a)
holds any voting shares or controls the voting power of a designated postal licensee; or
(b)
has entered into a consolidation with a designated postal licensee,
(referred to in this section as the specified person), in contravention of section 26B(2), (3) or (4), or that the holding, control, acquisition or consolidation is likely to substantially lessen competition or is against the public interest, the Postal Authority may issue a direction under subsection (3) or (4), as the case may be.
[34/2007 wef 24/08/2007]
(2)  The Postal Authority may issue a direction under subsection (3) or (4) if the Postal Authority is satisfied that —
(a)
any condition of written approval imposed on the person under section 26B has not been complied with;
(b)
the person has furnished false or misleading information or documents in connection with an application under section 26B to obtain the written approval of the Postal Authority; or
(c)
the Postal Authority would not have granted its written approval under section 26B had it been aware, at that time, of circumstances relevant to the person’s application for such approval,
and the existing holding, control, acquisition or consolidation in the designated postal licensee by the person is likely to substantially lessen competition or is against the public interest.
[34/2007 wef 24/08/2007]
(3)  The Postal Authority may, under the circumstances specified in subsection (1)(a) or (b) or (2), direct —
(a)
the designated postal licensee to do all or any of the following:
(i)
to restrict the specified person’s voting power in respect of the shares he holds or controls in the designated postal licensee (referred to in this section as the specified shares), unless the Postal Authority expressly permits such rights to be exercised;
(ii)
to restrict the issuance or offer of shares in the designated postal licensee (whether by way of rights, bonus or otherwise) in respect of the specified shares, unless the Postal Authority expressly permits such issue or offer;
(iii)
except in a winding up of the designated postal licensee, to restrict the payment of any amount (whether by way of dividends or otherwise) in respect of the specified shares, unless the Postal Authority expressly authorises such payments subject to such conditions as the Authority may specify; and
(b)
any specified person or an associate of the specified person to transfer or dispose of all or any part of the specified shares within such time and subject to such conditions as the Postal Authority considers appropriate.
[34/2007 wef 24/08/2007]
(4)  The Postal Authority may, under the circumstances specified in subsection (1) or (2), direct any specified person to transfer or dispose of all or any part of the business acquired from the designated postal licensee within such time and subject to such conditions as the Postal Authority considers appropriate.
[34/2007 wef 24/08/2007]
(5)  Before issuing a direction to any person under subsection (3) or (4), the Postal Authority shall, unless the Postal Authority decides that it is not practicable or desirable to do so, cause to be given to that person notice in writing of the Postal Authority’s intention to serve the direction, specifying a date by which that person may make written representations with regard to the proposed direction.
[34/2007 wef 24/08/2007]
(6)  Upon receipt of any written representation referred to in subsection (5), the Postal Authority shall consider it for the purpose of determining whether to issue the direction.
[34/2007 wef 24/08/2007]
(7)  Any person to whom a direction is given under subsection (3) or (4) shall comply with the direction and the direction shall take effect notwithstanding the provisions of any other written law or anything contained in the memorandum or articles of association, or other constitution, of the designated postal licensee.
[34/2007 wef 24/08/2007]
(8)  The Postal Authority may vary or revoke any direction issued under this section.
[34/2007 wef 24/08/2007]
(9)  Where a person is alleged to have contravened section 26B(2), (3) or (4), it shall be a defence for the person to prove that —
(a)
he was not aware that he had contravened the provision in question; and
(b)
he has, within 14 days of becoming aware that he had contravened that provision, notified the Postal Authority of the contravention and, within such time as determined by the Postal Authority, taken such actions in relation to his shareholding or control of the voting power in the designated postal licensee as the Postal Authority may direct,
but it shall not be a defence for the person to prove that he did not intend to or did not knowingly contravene section 26B(2), (3) or (4), as the case may be, except as provided in this subsection.
[34/2007 wef 24/08/2007]
Power to obtain information
26E.
—(1)  Without prejudice to any other provision of this Act, the Postal Authority may, by notice in writing, direct any designated postal licensee to obtain from any of its shareholders and to transmit to the Postal Authority information —
(a)
as to whether that shareholder holds any share in the designated postal licensee as a beneficial owner or trustee; and
(b)
if the shareholder holds the share as a trustee, to indicate so far as he can, the person for whom he holds the share (either by name or by other particulars sufficient to enable that person to be identified) and the nature of his interest,
and the designated postal licensee shall comply with that direction within such time as may be specified in the notice.
[34/2007 wef 24/08/2007]
(2)  The Postal Authority may, by notice in writing, require any shareholder of a designated postal licensee to inform the Postal Authority whether he holds that interest as a beneficial owner or trustee, and if he holds the interest as a trustee, to indicate so far as he can, the person for whom he holds the interest (either by name or by other particulars sufficient to enable that person to be identified) and the nature of his interest.
[34/2007 wef 24/08/2007]
(3)  Any person who —
(a)
fails to comply with a notice under this section; or
(b)
in purported compliance of the notice, knowingly or recklessly, makes a statement which is false in a material particular,
shall be guilty of an offence and shall be liable on conviction —
(i)
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 thereof during which the offence continues after conviction; or
(ii)
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 thereof during which the offence continues after conviction.
[34/2007 wef 24/08/2007]
Appointment of chief executive officer, director, etc., of designated postal licensee
26F.
—(1)  No designated postal licensee shall appoint a person as its chief executive officer, its director or the chairman of its board of directors unless it has obtained the prior written approval of the Postal Authority.
[34/2007 wef 24/08/2007]
(2)  Where a person has been appointed by a designated postal licensee as its chief executive officer, its director, or the chairman of its board of directors without the prior written approval of the Postal Authority in contravention of subsection (1), the Postal Authority may issue a direction to the licensee to remove that person as its chief executive officer, its director or the chairman of its board of directors, as the case may be.
[34/2007 wef 24/08/2007]
(3)  This section shall have effect notwithstanding the provisions of any other written law or anything contained in the memorandum or articles of association, or other constitution, of the designated postal licensee.
[34/2007 wef 24/08/2007]
(4)  In this section —
“chief executive officer”, in relation to a designated postal licensee, means any person, by whatever name described, who —
(a)
is in the direct employment of, or acting for or by arrangement with, the designated postal licensee; and
(b)
is principally responsible for the management and conduct of any type of business of the designated postal licensee in Singapore,
and includes any person for the time being performing all or any of the functions or duties of a chief executive officer;
“director” has the same meaning as in section 4(1) of the Companies Act (Cap. 50).
[34/2007 wef 24/08/2007]
Power of Minister to issue written order relating to acquisition of assets, etc., of postal licensees
26G.
—(1)  Subject to subsection (4), where a person acquires the assets or business of, or shares in, a postal licensee (referred to in this section as the relevant person), and the Minister is satisfied that —
(a)
the relevant person is not a fit and proper person; and
(b)
it is not in the national interest to allow the relevant person to continue to own the assets or business of, or to hold the shares in, that postal licensee,
the Minister may issue a written order to the relevant person, the postal licensee or both, directing the relevant person or that postal licensee or both to do all or anything specified in subsection (2).
[34/2007 wef 24/08/2007]
(2)  A written order under subsection (1) may direct a relevant person, a postal licensee or both to do all or any of the following:
(a)
to transfer or dispose of all the assets, business or shares acquired by the relevant person in the postal licensee concerned, within such time and subject to such conditions as the Minister considers appropriate;
(b)
to transfer or dispose of any part of the assets, business or shares acquired by the relevant person in the postal licensee concerned only in such circumstances as the Minister considers appropriate.
[34/2007 wef 24/08/2007]
(3)  If a written order containing any direction specified in subsection (2)(a) or (b) concerning any shares in a postal licensee is issued, then notwithstanding the provisions of any other written law or anything contained in the memorandum or articles of association, or other constitution, of the postal licensee, the following shall apply for so long as those shares are not transferred or disposed of in accordance with the direction:
(a)
no voting rights shall be exercisable in respect of those shares without the prior and express permission of the Minister;
(b)
no shares in the postal licensee shall be issued or offered (whether by way of rights, bonus or otherwise) without the prior and express permission of the Postal Authority; and
(c)
no payment shall be made by the postal licensee of any amount (whether by way of dividends or otherwise) in respect of those shares unless the postal licensee has the prior and express permission of the Minister to do so or the payment is upon the winding up of the postal licensee.
[34/2007 wef 24/08/2007]
(4)  Before issuing any written order under subsection (1), the Minister shall, unless he decides that it is not practicable or desirable to do so —
(a)
give notice to the relevant person or postal licensee, as the case may be, of the proposed written order; and
(b)
consider any written representation made in accordance with the notice in paragraph (a) and not withdrawn.
[34/2007 wef 24/08/2007]
(5)  The notice in subsection (4)(a) shall state —
(a)
that the Minister intends to issue the written order; and
(b)
the period within which written representations may be made in relation to the proposed written order.
[34/2007 wef 24/08/2007]
(6)  Any person to whom a written order is issued under subsection (1) shall comply with the written order, and the written order shall take effect notwithstanding the provisions of any other written law or anything contained in the memorandum or articles of association, or other constitution, of the postal licensee.
[34/2007 wef 24/08/2007]
(7)  Any person who contravenes subsection (6) 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 thereof during which the offence continues after conviction; or
(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 thereof during which the offence continues after conviction.
[34/2007 wef 24/08/2007]
Regulations for carrying out this Part
26H.
—(1)  The Postal Authority may, with the approval of the Minister, make such regulations as are necessary or expedient for carrying out the purposes of this Part.
[34/2007 wef 24/08/2007]
(2)  Without prejudice to the generality of subsection (1), the regulations may prescribe —
(a)
the circumstances under which a person would be considered to be an associate for the purposes of this Part; and
(b)
the circumstances under which a person would be or considered to be in a position to control a percentage of the voting power in a designated postal licensee.
[34/2007 wef 24/08/2007]