On 20/05/2013,
you requested for the version in force on 20/05/2013
incorporating all amendments published on or before 20/05/2013.
The closest version currently available is that of 31/10/2007.
64.
—(1) This Division shall apply to, and in relation to, all individuals whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not.
(2) In this Division, unless the context otherwise requires —
“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;
“related corporation”, in relation to a corporation, means a corporation that is deemed to be related to the first-mentioned corporation under section 6 of the Companies Act (Cap. 50);
“substantial shareholder” has the same meaning as in section 81 of the Companies Act.
(3) In this Division, a person, A, is an associate of another person, B, if —
(a)
A is a spouse, a parent, remoter lineal ancestor or step-parent, a son, daughter, remoter issue, step-son or step-daughter or a brother or sister of B;
(b)
A is a corporation the directors of which are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B, or where B is a corporation, of the directors of B;
(c)
B is a corporation the directors of which are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A, or where A is a corporation, of the directors of A;
(d)
A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;
(e)
B is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A;
(f)
A is a related corporation of B;
(g)
A is a corporation in which B, alone or together with other associates of B as described in paragraphs (b) to (f), is in a position to control not less than 20% of the votes in A;
(h)
B is a corporation in which A, alone or together with other associates of A as described in paragraphs (b) to (f), is in a position to control not less than 20% of the votes in B; or
(i)
A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their votes in relation to, the casino operator.
(4) For the purposes of this Division, a person has an interest in any share if —
(a)
he is deemed to have an interest in that share under section 7 of the Companies Act (Cap. 50); or
(b)
he otherwise has a legal or an equitable interest in that share except for such interest as is to be disregarded under section 7 of the Companies Act.
[Banking Act, s. 15]
65.
—(1) No person shall, on or after the appointed day —
(a)
become a substantial shareholder of a casino operator; or
(b)
enter into any agreement or arrangement, whether oral or in writing and whether express or implied, to act together with any other person with respect to the acquisition, holding or disposal of, or the exercise of rights in relation to, their interests in voting shares of an aggregate of 5% or more of the total votes attached to all voting shares in a casino operator,
without first obtaining the approval of the Minister.
(2) Subject to section 67(4), no person who —
(a)
immediately before the appointed day, is a substantial shareholder of a casino operator shall continue to be such a shareholder unless he has, within 6 months after the appointed day or such longer period as the Minister may allow, applied to the Minister for approval to continue to be such a shareholder; or
(b)
at any time before the appointed day, has entered into any agreement or arrangement referred to in subsection (1)(b) shall continue to be a party to such an agreement or arrangement unless he has, within 6 months after the appointed day or such longer period as the Minister may allow, applied to the Minister for approval to continue to be a party to such an agreement or arrangement.
[Banking Act, s. 15A]
66.
—(1) No person shall, on or after the appointed day, become —
(a)
a 12% controller;
(b)
a 20% controller; or
(c)
an indirect controller,
of a casino operator without first obtaining the approval of the Minister.
(2) Subject to section 67(4), no person who, immediately before the appointed day, is —
(a)
a 12% controller;
(b)
a 20% controller; or
(c)
an indirect controller,
of a casino operator shall continue to be such a controller unless he has, within 6 months after the appointed day or such longer period as the Minister may allow, applied to the Minister for approval to continue to be such a controller.
(3) In subsections (1) and (2) —
“12% controller” means a person who, alone or together with his associates —
(a)
holds or has interests in 12% or more but less than 20% of the total number of issued shares in a casino operator; or
(b)
is in a position to control voting power of 12% or more but less than 20% in a casino operator;
“20% controller” means a person who, alone or together with his associates —
(a)
holds or has interests in 20% or more of the total number of issued shares in a casino operator; or
(b)
is in a position to control voting power of 20% or more in a casino operator;
“indirect controller” means any person, whether acting alone or together with any other person, and whether with or without holding shares or controlling voting power in a casino operator —
(a)
in accordance with whose directions, instructions or wishes the directors of the casino operator are accustomed or under an obligation, whether formal or informal, to act; or
(b)
who is in a position to determine the policy of the casino operator,
but does not include any person —
(i)
who is a director or other officer of the casino operator whose appointment has been approved by the Authority; or
(ii)
in accordance with whose directions, instructions or wishes the directors of the casino operator are accustomed to act by reason only that they act on advice given by him in his professional capacity.
(4) For the purposes of subsection (3), a reference to the control of a percentage of the voting power in a casino operator is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the casino operator.
[Banking Act, s. 15B]
67.
—(1) The Minister may, in his discretion, approve an application made by any person under section 65 or 66 if the Minister is satisfied that —
(a)
the person is a suitable person to be concerned in or associated with the management and operation of a casino;
(b)
having regard to the person’s likely influence, the casino operator will or will continue to conduct its business prudently and comply with the provisions of this Act; and
(c)
it is in the public interest to do so.
(2) Any approval under this section may be granted to any person subject to such conditions as the Minister may determine, including but not limited to any condition —
(a)
restricting the person’s disposal or further acquisition of shares or voting power in the casino operator; or
(b)
restricting the person’s exercise of voting power in the casino operator.
(3) Any condition imposed under subsection (2) shall have effect notwithstanding any of the provisions of the Companies Act (Cap. 50) or anything contained in the memorandum or articles of association of the casino operator.
(4) Where the Minister disapproves an application made by any person under section 65(2) or 66(2), the person shall, within such time as the Minister may specify, take such steps as are necessary —
(a)
in the case of section 65(2), to cease to be a substantial shareholder or a party to the agreement or arrangement, as the case may be;
(b)
in the case of section 66(2), to cease to be —
(i)
a 12% controller;
(ii)
a 20% controller; or
(iii)
an indirect controller,
as the case may be.
[Banking Act, s. 15C]
68. The Minister may, by order published in the Gazette, exempt —
(a)
any person or class of persons; or
(b)
any class or description of shares or interests in shares,
from section 65 or 66, subject to such terms and conditions as may be specified in the order.
[Banking Act, s. 15D]
69.
—(1) The Minister may serve a written notice of objection on any person referred to in section 65 or 66 if the Minister is satisfied that —
(a)
any condition of approval imposed on the person under section 67(2) has not been complied with;
(b)
the person ceases to be a suitable person to be concerned in or associated with the management and operation of a casino;
(c)
having regard to the person’s likely influence, the casino operator is no longer likely to conduct its business prudently or to comply with the provisions of this Act;
(d)
it is no longer in the public interest to allow the person to continue to be a party to the agreement or arrangement described in section 65(1)(b) or (2)(b), or to continue to be a substantial shareholder, a 12% controller, a 20% controller or an indirect controller, as the case may be;
(e)
the person has furnished false or misleading information or documents in connection with an application under section 65 or 66; or
(f)
he would not have granted his approval under section 67 had he been aware, at that time, of circumstances relevant to the person’s application for such approval.
(2) Before the service of a written notice of objection, the Minister shall, unless he decides that it is not practicable or desirable to do so, cause to be given to the person concerned notice in writing of his intention to serve the written notice of objection, specifying a date by which the person may make written representations with regard to the proposed written notice of objection.
(3) Upon receipt of any written representations, the Minister shall consider them for the purpose of determining whether to issue a written notice of objection.
(4) The Minister shall, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection shall —
(a)
take such steps as are necessary to ensure that he ceases to be a party to the agreement or arrangement described in section 65(1)(b) or (2)(b), or ceases to be a substantial shareholder, a 12% controller, a 20% controller or an indirect controller as defined in section 66(3), as the case may be; or
(b)
comply with such direction or directions as the Minister may make under section 70.
(5) Any person served with a notice of objection under this section shall comply with the notice.
[Banking Act, s. 15E]
70.
—(1) Without prejudice to section 71, if the Minister is satisfied that any person has contravened section 65, 66, 67(4) or 69(5) or has failed to comply with any condition imposed under section 67(2), or if the Minister has served a written notice of objection under section 69, the Minister may, by notice in writing —
(a)
direct the transfer or disposal of all or any of the shares in the casino operator held by the person or any of his associates (referred to in this section as the specified shares) within such time or subject to such conditions as the Minister considers appropriate;
(b)
restrict the transfer or disposal of the specified shares; or
(c)
make such other direction as the Minister considers appropriate.
(2) Any person to whom a notice is given under subsection (1) shall comply with such direction or directions as may be specified in the notice.
(3) In the case of any direction made under subsection (1)(a) or (b), until a transfer or disposal is effected in accordance with the direction or until the restriction on the transfer or disposal is removed, as the case may be, notwithstanding any of the provisions of the Companies Act (Cap. 50) or anything contained in the memorandum or articles of association of the casino operator —
(a)
no voting rights shall be exercisable in respect of the specified shares unless the Minister expressly permits such rights to be exercised;
(b)
no shares of the casino operator shall be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified shares unless the Minister expressly permits such issue or offer; and
(c)
except in a liquidation of the casino operator, no payment shall be made by the casino operator of any amount (whether by way of dividends or otherwise) in respect of the specified shares unless the Minister expressly permits such payment.
[Banking Act, s. 16]
71.
—(1) Any person who contravenes section 65, 66(1)(a) or (2)(a) or 67(4)(a) or (b)(i) 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 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.
(2) Any person who contravenes section 66(1)(b) or (c), (2)(b) or (c), 67(4)(b)(ii) or (iii), 69(5) or 70(2), or who fails to comply with any condition imposed under section 67(2), 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.
(3) Where a person is charged with an offence in respect of a contravention of section 65 or 66, it shall be a defence for the person to prove that —
(a)
he was not aware that he had contravened section 65 or 66, as the case may be; and
(b)
he has, within 14 days of becoming aware that he had contravened section 65 or 66, as the case may be, notified the Minister of the contravention and, within such time as may be determined by the Minister, taken such actions in relation to his shareholding or control of the voting power in the casino operator as the Minister may direct.
(4) Where a person is charged with an offence in respect of a contravention of section 66(1), it shall also be a defence for the person to prove that, even though he was aware of the contravention —
(a)
the contravention occurred as a result of an increase in the shareholding of, or in the voting power controlled by, any of his associates;
(b)
he 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 shares or other interests in, or under which they act together in exercising their voting power in relation to the casino operator; and
(c)
he has, within 14 days of the date of the contravention, notified the Minister of the contravention and, within such time as may be determined by the Minister, taken such action in relation to his shareholding or control of the voting power in the casino operator as the Minister may direct.
(5) Except as provided in subsections (3) and (4), it shall not be a defence for a person charged with an offence in respect of a contravention of section 65 or 66 to prove that he did not intend to or did not knowingly contravene section 65 or 66, as the case may be.
[Banking Act, s. 17]