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Contents  

Long Title

Part I PRELIMINARY

Part II CONDUCT OF INSURANCE BUSINESS

General restriction on insurers

Registration and authorisation of insurers

Deposits, registers of policies and insurance funds

Miscellaneous requirements as to conduct of business

Part IIA FOREIGN INSURER SCHEMES

Part IIB INSURANCE INTERMEDIARIES

General

Conduct of Insurance Broking Business

Part III RETURNS, INSPECTIONS AND INVESTIGATIONS

Returns

Inspections and Investigations

Part IIIA ASSISTANCE TO FOREIGN REGULATORY AUTHORITIES

Part IIIAA TRANSFER OF BUSINESS AND SHARES, RESTRUCTURING OF REGISTERED INSURER AND WINDING UP

Division 1 — Voluntary scheme for transfer of business

Division 2 — Compulsory transfer of business

Division 3 — Compulsory transfer of shares

Division 4 — Power to restructure capital

Division 5 — Winding up

Division 6 — Miscellaneous

Part IIIB APPEALS

Part IIIC NOMINATION OF BENEFICIARIES

Part IV MISCELLANEOUS AND GENERAL

Administration and enforcement

Miscellaneous amendments of law

Supplementary

FIRST SCHEDULE Definition of Insurance Terms

SECOND SCHEDULE Specified Provisions

Legislative History

Comparative Table

 
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On 22/10/2017, you requested the version in force on 12/05/2012 incorporating all amendments published on or before 12/05/2012. The closest version currently available is that of 01/05/2011.
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Division 3 — Compulsory transfer of shares
Interpretation of this Division
49FI.
—(1)  In this Division, unless the context otherwise requires —
“business” includes affairs, property, right, obligation and liability;
“certificate” means a certificate of transfer issued by the Minister under section 49FK(1);
“determination” means a determination of the Authority under section 49FJ(1);
“effective controller” means a person who has effective control as defined in section 27(4)(a);
“property” includes property, right and power of every description;
“transferee” means a person to whom a transferor’s shares are, or are to be, or are proposed to be, transferred under this Division;
“transferor” means a shareholder of a registered insurer incorporated in Singapore, whose shares in the registered insurer are, or are to be, or are proposed to be, transferred under this Division.
[16/2011 wef 01/05/2011]
(2)  This Division shall not apply to a registered insurer which is a co-operative society registered under the Co-operative Societies Act (Cap. 62).
[16/2011 wef 01/05/2011]
Compulsory transfer of shares
49FJ.
—(1)  The Authority may make a determination that all or any of the shares held by a transferor in a registered insurer incorporated in Singapore shall be transferred to a transferee if —
(a)
any ground exists under section 41(1) for the Authority to exercise any power under section 41(2) in relation to the registered insurer, whether or not the Authority has exercised the power;
(b)
the transferee or, where the transferee is a corporation, its board of directors has consented to the transfer; and
(c)
the Authority is satisfied that the transfer is appropriate, having regard to —
(i)
the interests of the policy owners of the registered insurer given priority and the order of priority of each class of its policy owners under section 49FR;
(ii)
where the transferee is a registered insurer in Singapore, the interests of the policy owners of the transferee given priority and the order of priority of each class of its policy owners under section 49FR;
(iii)
the stability of the financial system in Singapore;
(iv)
whether the PPF Agency has to make a payout from any of the PPF Funds to the transferee and the amount of such payout, if any; and
(v)
any other matter that the Authority considers relevant.
[16/2011 wef 01/05/2011]
(2)  The Authority may, before making a determination, appoint one or more persons to perform an independent assessment of the proposed transfer of shares, including the compensation, if any, that should be paid by the transferee, and furnish a report on the transfer.
[16/2011 wef 01/05/2011]
(3)  The remuneration and expenses of a person appointed under subsection (2) shall be borne by the registered insurer.
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(4)  The Authority shall serve a copy of any report furnished under subsection (2) on the transferor and the transferee.
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(5)  Upon making a determination, the Authority shall submit the determination to the Minister for his approval.
[16/2011 wef 01/05/2011]
(6)  Before approving the determination, the Minister shall, unless he decides that it is not practicable or desirable to do so, cause to be given to the transferor notice of his intention to approve the determination by publication in the Gazette and in such newspaper or newspapers as the Minister may determine, specifying such particulars as the Minister considers appropriate and the date by which the transferor may make written representations to the Minister.
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(7)  In determining the period within which written representations have to be made under subsection (6), the Minister shall take into account the need for the transfer to be effected expeditiously in the interest of the stability of the financial system in Singapore.
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(8)  Upon receipt of any written representation, the Minister shall consider the representation for the purpose of deciding whether to approve the determination.
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(9)  Where the determination, if approved, will result in the transferee becoming a substantial shareholder or an effective controller of the registered insurer, the Minister shall not approve the determination unless —
(a)
the Authority is satisfied that —
(i)
the transferee is a fit and proper person; and
(ii)
having regard to the likely influence of the transferee, the registered insurer will or will continue to conduct its business prudently and comply with the provisions of this Act; and
(b)
the Minister is satisfied that it is in the public interest to do so.
[16/2011 wef 01/05/2011]
(10)  The Minister may —
(a)
approve the determination without modification;
(b)
approve the determination subject to any modification he considers appropriate if the transferee or, where the transferee is a corporation, its board of directors has agreed to the modification; or
(c)
refuse to approve the determination.
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(11)  Any approval under subsection (10) shall be subject to such conditions as the Minister may determine and the Minister may add to, vary or revoke any such conditions.
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(12)  The transferor or transferee, as the case may be, shall comply with the conditions referred to in subsection (11).
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(13)  A determination, the approval of a determination under this section or the issue of a certificate shall not preclude the exercise of any power by the Authority or the Minister under this Act.
[16/2011 wef 01/05/2011]
Certificate of transfer
49FK.
—(1)  If the Minister approves a determination, he shall, as soon as practicable, issue a certificate of transfer which shall come into effect on the date specified by the Minister in the certificate.
[16/2011 wef 01/05/2011]
(2)  The certificate shall specify such information as may be prescribed.
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(3)  The certificate may make provision for all or any of the following matters:
(a)
the transfer to the transferee of all or any of the shares of the transferor;
(b)
any share which is held by the transferor as trustee;
(c)
the compensation, if any, to be paid by the transferee to the transferor and the period within which the compensation is to be paid;
(d)
such incidental, consequential and supplementary matters as are, in the Minister’s opinion, necessary to secure that the transfer is fully effective, including conditions relating to the transfer.
[16/2011 wef 01/05/2011]
(4)  The Minister may at any time before the certificate comes into effect add to, vary or revoke any matter specified in the certificate.
[16/2011 wef 01/05/2011]
(5)  The Authority shall cause the certificate and any addition, variation or revocation referred to in subsection (4), to be served on the registered insurer and published in the Gazette and in such newspaper or newspapers as the Minister may determine, on or before the date on which the certificate comes into effect.
[16/2011 wef 01/05/2011]
(6)  Notwithstanding any written law or rule of law, upon the certificate coming into effect, any share of the transferor that is to be transferred under the certificate shall be transferred to and vest in the transferee, free from any claim or encumbrance, without other or further assurance, act or deed; and the certificate shall have effect according to its tenor and be binding on any person thereby affected.
[16/2011 wef 01/05/2011]
(7)  For the avoidance of doubt, the shares of the transferor shall be transferred to and vest in the transferee in accordance with subsection (6) notwithstanding the death or dissolution, or the bankruptcy or winding up, or the mental or other incapacity, of the transferor.
[16/2011 wef 01/05/2011]
(8)  Section 259 of the Companies Act (Cap. 50) shall not apply to the transfer of any share under the certificate.
[16/2011 wef 01/05/2011]
(9)  Where the transfer of shares under the certificate results in the transferee becoming a substantial shareholder or an effective controller of the registered insurer, the transferee shall, upon the coming into effect of the certificate —
(a)
be deemed to have obtained the approval of the Minister under section 27, 28 or 29, as the case may be, in respect of the shares; and
(b)
not be required to make a take-over offer or be required to acquire the shares of the other shareholders of the registered insurer notwithstanding the provisions of the Companies Act (Cap. 50) or the Take-over Code.
[16/2011 wef 01/05/2011]
(10)  A transferor or a transferee who contravenes any provision in the certificate shall be guilty of an offence and shall be liable on conviction —
(a)
in the case of an individual, to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction; and
(b)
in any other case, to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.
[16/2011 wef 01/05/2011]
(11)  Where a person is charged with an offence under subsection (10), it shall be a defence for the person to prove that —
(a)
he was not aware he had contravened any provision in the certificate; and
(b)
he has complied with the provision within a reasonable time after becoming aware of the contravention.
[16/2011 wef 01/05/2011]
(12)  Except as provided in subsection (11), it shall not be a defence for a person charged with an offence under subsection (10) that he did not intend to or did not knowingly contravene any provision in the certificate.
[16/2011 wef 01/05/2011]
(13)  Notwithstanding section 41E and subject to section 49FU, during the period beginning with the date on which the Minister publishes the notice under section 49FJ(6) in the Gazette on the transfer of any share in a registered insurer or, where the notice is not published in the Gazette, the date on which the Authority publishes the certificate under subsection (5) in the Gazette on the transfer of the share and ending with the date on which the transfer of the share comes into effect —
(a)
no execution or other legal process shall be commenced or continued against the share;
(b)
no steps shall be taken to enforce any security over the share;
(c)
any sale, transfer, assignment or other disposition of the share shall be void;
(d)
no voting rights shall be exercisable in respect of the share unless the Minister expressly permits such rights to be exercised;
(e)
no shares in the registered insurer shall be issued or offered (whether by way of rights, bonus or otherwise) in respect of the share unless the Minister expressly permits such issue or offer;
(f)
no payment shall be made by the registered insurer of any amount (whether by dividends or otherwise) in respect of the share unless the Minister expressly authorises such payment;
(g)
no resolution shall be passed, and no order shall be made, for the winding up of the registered insurer;
(h)
no proceedings shall be commenced or continued against the registered insurer in respect of any business of the registered insurer;
(i)
no execution, distress or other legal process shall be commenced, levied or continued against any property of the registered insurer;
(j)
no steps shall be taken to enforce any security over any property of the registered insurer; and
(k)
any sale, transfer, assignment or other disposition of any property of the registered insurer shall be void except for any payment of claims to policy owners or claimants (other than policy owners who are related corporations of the registered insurer).
[16/2011 wef 01/05/2011]