On 19/05/2013,
you requested for the version in force on 19/05/2013
incorporating all amendments published on or before 19/05/2013.
The closest version currently available is that of 14/02/2011.
PART VIII
LIMITATION OF MUTUAL SHAREHOLDINGS
15. In this Part —
“holding company” has the same meaning as in section 5 of the Companies Act (Cap. 50);
“qualified major stake company”, in relation to a bank, means an affiliated entity of the bank in which the bank is deemed, by virtue of section 32(7) of the Act and Part VII of these Regulations, to hold a major stake;
“share”, in relation to a bank or the financial holding company of a bank, means a share in the share capital of the bank or the financial holding company of the bank, as the case may be, and includes an interest in such a share.
16.
—(1) No qualified major stake company of a bank incorporated in Singapore shall acquire or hold shares in the bank which has the effect of enabling it, whether alone or jointly with other qualified major stake companies of the bank, to control more than 2% of the voting power in the bank.
(2) No qualified major stake company of a bank incorporated in Singapore shall acquire or hold shares in any holding company of the bank which has the effect of enabling it, whether alone or jointly with other qualified major stake companies of the bank, to control more than 2% of the voting power in the holding company.
(3) No qualified major stake company of a bank incorporated in Singapore shall acquire or hold shares in the bank and any of the holding companies of the bank which has the effect of enabling it, whether alone or jointly with other qualified major stake companies of the bank, to control —
(a)
any percentage of the voting power in the bank; and
(b)
any percentage of the voting power in any of the holding companies of the bank,
such that the sum total of the percentages referred to in sub-paragraphs (a) and (b) (notwithstanding that they are percentages of voting powers in different companies) exceeds 2.
(4) No bank incorporated in Singapore shall cause or knowingly permit any of its qualified major stake companies to acquire or hold shares in the bank or any holding company of the bank in contravention of paragraphs (1), (2) or (3).
(5) For the purposes of determining whether there is a contravention of paragraph (1), (2), (3) or (4), any control of voting power in a bank or any holding company of the bank that is held by a qualified major stake company of that bank —
(a)
for the benefit of any person other than the qualified major stake company or any other qualified major stake company of that bank (referred to in this paragraph as the beneficiary), pursuant to an obligation imposed under any written law, rule of law, contract or order of court; and
(b)
used or exercised by the qualified major stake company for the benefit of the beneficiary,
shall be disregarded, unless —
(i)
the qualified major stake company is an insurer registered under the Insurance Act (Cap. 142), and the control of voting power is held by it through any of the insurance funds specified in regulation 12(3)(i)(A) to (D); or
(ii)
the Authority (having regard to the specific circumstances of the case including whether the qualified major stake company has investment and voting policies that comply with guidelines issued by the Authority) is of the opinion that the control of voting power in the bank or holding company of the bank is in fact not being used or exercised primarily for the benefit of the beneficiary, and the Authority issues a declaration by notice in writing to the qualified major stake company that such control of voting power in the bank or holding company of the bank shall, with effect from the date of the declaration, be included for the purpose of determining whether there is a contravention of paragraph (1), (2), (3) or (4).
17.
—(1) Where a qualified major stake company falls within the definition of “affiliated entity” of a bank under regulation 12(1)(a), (b), (c) or (e) but not regulation 12(1)(d), and the Authority is satisfied that —
(a)
the company is not under the effective control of the bank; and
(b)
the bank is not exposed to any material risk by virtue of that company’s beneficial interest in the share capital of, control of voting power or interest in, other companies,
the Authority may, by notice in writing to the bank, declare that any shares held by that company in the bank or any holding company of the bank, shall be excluded for the purpose of determining whether there is a contravention of regulation 16(1), (2), (3) or (4) and in such event, the exclusion shall take effect from the date specified in the declaration until such time as the declaration is revoked.
(2) The Authority may upon making a declaration under paragraph (1) and from time to time, impose such conditions as the Authority considers appropriate and if any of the conditions are not complied with at any time, the Authority may revoke the declaration by notice in writing to the bank.
(3) Without prejudice to paragraph (2), the Authority may, by notice in writing to a bank, revoke a declaration made under paragraph (1) if the Authority is satisfied that —
(a)
the company has come under the effective control of the bank; or
(b)
the bank has become exposed to material risk by virtue of that company’s beneficial interest in the share capital of, control of voting power or interest in other companies,
and in such event, any shares held by that company in the bank or any holding company of the bank shall, with effect from the date specified in the notice of revocation, be included for the purpose of determining whether there is a contravention of regulation 16(1), (2), (3) or (4).
(4) Without prejudice to paragraph (3), a declaration under paragraph (1) shall automatically be revoked if and when the company falls within the definition of “affiliated entity” under regulation 12(1)(d), whether or not the company continues to fall within the definition of “affiliated entity” under regulation 12(1)(a), (b), (c) or (e).
18.
—(1) Any person who contravenes regulation 16 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 of $2,500 for every day or part thereof during which the offence continues after conviction.
(2) A qualified major stake company of a bank shall not be guilty of an offence in respect of a contravention of regulation 16(1), (2) or (3) if the qualified major stake company proves that —
(a)
it became a qualified major stake company of the bank by virtue of, or the contravention resulted from, circumstances beyond its control; or
(b)
it had, at the time of its acquisition or holding of shares in the bank or any holding company of the bank, reasonable grounds for believing that such acquisition or holding would not result in a contravention of regulation 16(1), (2) or (3), as the case may be,
and it had, within 14 days of becoming aware of the contravention, notified the Authority in writing of the contravention and taken such action as directed by the Authority within such time as may be determined by the Authority.
(3) A bank shall not be guilty of an offence in respect of a contravention of regulation 16(4) if the bank proves that —
(a)
the contravention resulted from circumstances beyond its control; or
(b)
it did not know and had no reason to suspect that there was an acquisition or holding of shares in itself or any of its holding companies by its qualified major stake company or companies which would result in it being in contravention of regulation 16(4),
and it had, within 14 days of becoming aware of the contravention, notified the Authority in writing of that contravention, and taken such action as directed by the Authority within such time as may be determined by the Authority.
(4) Except as provided in paragraphs (2) and (3), it shall not be a defence for a person charged with an offence in respect of a contravention of regulation 16 to prove that the person did not intend to or did not knowingly contravene regulation 16.
19.
—(1) Where a qualified major stake company of a bank would, but for this paragraph, be guilty of an offence under regulation 18(1) by virtue of its shareholding in the bank or any of the bank’s holding companies immediately before 5th May 2004, it shall not be so liable under that regulation until 17th July 2006 provided that it does not do any act that causes an increase in such shareholding.
(2) Where a bank would, but for this paragraph, be guilty of an offence under regulation 18(1) by virtue of its qualified major stake company’s shareholding in itself or any of its holding companies immediately before 5th May 2004, it shall not be so liable under that regulation until 17th July 2006 provided that it does not cause or permit its qualified major stake company to do any act that causes an increase in such shareholding.