On 23/05/2013,
you requested for the version in force on 23/05/2013
incorporating all amendments published on or before 23/05/2013.
The closest version currently available is that of 30/09/2004.
PART VII
COMPUTATION OF MAJOR STAKES
12.
—(1) In this Part and Part VIII, “affiliated entity”, in relation to a bank, means —
(a)
any subsidiary of the bank;
(b)
any company in which the bank and its subsidiaries hold in the aggregate a beneficial interest in not less than 20% of the share capital;
(c)
any company in which the bank and its subsidiaries control in the aggregate not less than 20% of the voting power;
(d)
any other company where the directors of the company are accustomed or under an obligation, whether formal or informal, to act in accordance with the bank’s directions, instructions or wishes, or where the bank is in a position to determine the policy of the company; or
(e)
(2) Notwithstanding paragraph (1)(a), (b), (c) or (e), any beneficial interest in the share capital of, or control of voting power in, a company that is —
(a)
acquired by a bank or any entity referred to in paragraph (1) (referred to in this paragraph as the relevant entity) pursuant to an arrangement with a person who has a trading account with the relevant entity, and transferred to the trading account of that person within 2 market days from the date of acquisition; or
(b)
acquired or held by the relevant entity in the course of satisfaction of debts due to it and disposed of at the earliest suitable opportunity,
shall be excluded for the purpose of determining whether the company is an affiliated entity of the bank.
(3) Notwithstanding paragraph (1)(c), any control of voting power in a company that is held by the bank or its subsidiary —
(a)
for the benefit of any person other than the bank or its subsidiary, or any other affiliated entity of the 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 bank or its subsidiary primarily for the benefit of the beneficiary,
shall be excluded for the purpose of determining whether the company is an affiliated entity of the bank, unless —
(i)
the control of voting power in the company is held by a bank’s subsidiary that is an insurer registered under the Insurance Act (Cap. 142), through —
(A)
any insurance fund established and maintained under the Insurance Act for its general business;
(B)
any insurance fund established and maintained under the Insurance Act (Cap. 142) for its non- participating policies;
(C)
any insurance fund established and maintained under the Insurance Act for its participating policies, and which relates to assets held other than for the purpose of meeting the liabilities in respect of the policies of the insurance fund; or
(D)
any insurance fund established and maintained under the Insurance Act for its investment-linked policies, and which relates to assets held other than for the purpose of meeting those liabilities in respect of the policies of the insurance fund, the values of which are dependent on the value of the underlying assets; or
(ii)
the Authority (having regard to the specific circumstances of the case including whether the bank or its subsidiaries 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 company 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 bank that such control of voting power in the company shall, with effect from the date of the declaration, be included for the purpose of determining whether that company is an affiliated entity of the bank.
(4) Notwithstanding paragraph (1)(e), where a company referred to in paragraph (1)(b) or (c) is not an affiliated entity of the bank by virtue of paragraph (2) or (3), its subsidiary shall correspondingly not be regarded as an affiliated entity of the bank.
13.
—(1) In determining whether a bank holds a major stake in a company as defined in section 32(7) of the Act —
(a)
any beneficial interest in the share capital of a company held by an affiliated entity of the bank shall be deemed to be a beneficial interest in that share capital held by that bank;
(b)
any control of voting power in a company held by an affiliated entity of the bank shall be deemed to be a control of such voting power held by that bank; and
(c)
any interest in a company (where the directors of the company are accustomed or under an obligation, whether formal or informal, to act in accordance with the bank’s directions, instructions or wishes, or where the bank is in a position to determine the policy of the company) held by an affiliated entity of the bank shall be deemed to be an interest held by that bank.
(2) Paragraph (1) shall not apply to any beneficial interest in the share capital of, control of voting power or interest in, a company that is acquired or held by an affiliated entity and transferred or disposed of by the affiliated entity in the manner referred to in regulation 12(2)(a) or (b).
(3) Paragraph (1)(b) or (c) shall not apply to any control of voting power or interest in a company that is held by an affiliated entity of a bank —
(a)
for the benefit of any person other than the affiliated entity, the bank or any other affiliated entity of the 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 that affiliated entity primarily for the benefit of the beneficiary,
unless —
(i)
that affiliated entity is an insurer registered under the Insurance Act (Cap. 142), and it holds the control of voting power or interest in the company 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 affiliated entity has investment and voting polices that comply with guidelines issued by the Authority) is of the opinion that the control of voting power or interest in the company 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 bank that paragraph (1)(b) or (c), as the case may be, shall, with effect from the date of the declaration apply to the control of voting power or interest in the company held by that affiliated entity.
14.
—(1) Where a company falls within the definition of “affiliated entity” under regulation 12(1)(a), (b), (c) or (e), but not regulation 12(1)(d), and the Authority is satisfied that —
(a)
the affiliated entity is not under the effective control of the bank; and
(b)
the bank is not exposed to any material risk by virtue of that affiliated entity’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 regulation 13(1) shall not apply to any beneficial interest in the share capital of, control of voting power in or interest in, any company held by that affiliated entity, and in such event, regulation 13(1) shall not apply accordingly with 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 affiliated entity has come under the effective control of the bank; or
(b)
the bank has become exposed to material risk by virtue of that affiliated entity’s beneficial interest in the share capital of, control of voting power or interest in, other companies,
and in such event, regulation 13(1) shall apply to that affiliated entity accordingly with effect from the date specified in the notice of revocation.
(4) Without prejudice to paragraph (3), a declaration under paragraph (1) shall automatically be revoked if and when the affiliated entity falls within the definition of “affiliated entity” under regulation 12(1)(d), whether or not that affiliated entity continues to fall within the definition of “affiliated entity” under regulation 12(1)(a), (b), (c) or (e).