57
(c)
the continuation by (or against) the transferee of any legal proceedings pending by
(or against) the transferor;
(d)
the dissolution, without winding up, of the transferor;
(e)
the provisions to be made for persons who are affected by the transfer;
(f)
such incidental, consequential and supplementary matters as are, in the opinion of
the Court, necessary to secure that the transfer is fully effective.
(8)
Any order under subsection (7) may —
(a)
provide for the transfer of any business, whether or not the transferor otherwise has
the capacity to effect the transfer in question;
(b)
make provision in relation to any property which is held by the transferor as trustee;
and
(c)
make provision as to any future or contingent right or liability of the transferor,
including provision as to the construction of any instrument under which any such
right or liability may arise.
(9)
Subject to subsection (10), where an order made under subsection (7) provides for the
transfer to the transferee of the whole or any part of the transferor’s business, then by virtue of
the order the business (or part thereof) of the transferor specified in the order must be
transferred to and vest in the transferee, free in the case of any particular property (if the order
so directs) from any charge which by virtue of the transfer is to cease to have effect.
(10)
No order under subsection (7) has any effect or operation in transferring or otherwise
vesting land in Singapore until the appropriate entries are made with respect to the transfer or
vesting of that land by the appropriate authority.
(11)
If any business specified in an order under subsection (7) is governed by the law of any
foreign country or territory, the Court may order the transferor to take all necessary steps for
securing that the transfer of the business to the transferee is fully effective under the law of that
country or territory.
(12)
Where an order is made under this section, the transferor and the transferee must each
lodge within 7 days after the order is made —
(a)
a copy of the order with the Registrar of Companies and with the Authority; and
(b)
where the order relates to land in Singapore, an office copy of the order with the
appropriate authority concerned with the registration or recording of dealings in
that land.
(13)
A transferor or transferee which contravenes subsection (12), and every officer of the
transferor or transferee (as the case may be) who fails to take all reasonable steps to secure
compliance by the transferor or transferee (as the case may be) with that subsection, shall each
be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000
and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or
part thereof during which the offence continues after conviction.
58
Division 6 – Control of Substantial Shareholders and Controllers of Operators of Designated
Payment Systems
Application and interpretation of this Division
59.—(1) This Division applies to —
(a)
all individuals whether resident in Singapore or not and whether citizens of
Singapore or not; and
(b)
all entities.
(2)
In this Division, unless the context otherwise requires —
“12% controller”, in relation to an operator of a designated payment system, means a
person, not being a 20% controller, that alone or together with the person’s associates
—
(a)
has an interest in 12% or more of the shares in the operator of the designated
payment system; or
(b)
is in a position to control 12% or more of the votes in the operator of the
designated payment system;
“20% controller”, in relation to an operator of a designated payment system, means a
person that, alone or together with the person’s associates —
(a)
has an interest in 20% or more of the shares in the operator of the designated
payment system; or
(b)
is in a position to control 20% or more of the votes in the operator of the
designated payment system;
“arrangement” includes any formal or informal scheme, arrangement or understanding,
and any trust whether express or implied;
“indirect controller”, in relation to an operator of a designated payment system, means
any person, whether acting alone or together with any other person, and whether with
or without holding shares or controlling voting power in an operator of a designated
payment system —
(a)
in accordance with whose directions, instructions or wishes the directors of
the operator of a designated payment system, as the case may be, are
accustomed or under an obligation, whether formal or informal, to act; or
(b)
that is in a position to determine the policy of the operator of a designated
payment system,
but excludes any person —
59
(i)
who is a director or other officer of an operator of a designated payment
system whose appointment has been approved by the Authority; or
(ii)
in accordance with whose directions, instructions or wishes the directors of
the operator of a designated payment system are accustomed to act by reason
only that they act on advice given by the person in the person’s professional
capacity;
“substantial shareholder” has the same meaning as in section 81 of the Companies Act
(Cap. 50);
“voting share” has the same meaning as in section 4(1) of the Companies Act.
(3)
In this Division —
(a)
a person has an interest in a share if —
(i)
the person has or is treated to have an interest in that share under section
7(1A), (1B), (2), (6), (7) to (10) of the Companies Act; or
(ii)
the person otherwise has a legal or equitable interest in that share, except an
interest disregarded under section 7(9) of the Companies Act;
(b)
a reference to the control of a percentage of the votes in an operator of a designated
payment system 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 operator of a designated payment system; and
(c)
a person (A) is an associate of another person (B) if —
(i)
A is the spouse, a parent, remoter lineal ancestor or step‑parent, a son,
daughter, remoter issue, stepson or stepdaughter or a brother or sister of B;
(ii)
A is a body corporate that is, or a majority of 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;
(iii)
A is a person that is accustomed or under an obligation, whether formal or
informal, to act in accordance with the directions, instructions or wishes of
B;
(iv)
A is a subsidiary of B;
(v)
A is a body corporate in which B, whether alone or together with other
associates of B as described in sub‑paragraphs (ii), (iii) and (iv), is in a
position to control 20% or more of the votes in A; or
(vi)
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 operator of a designated
payment system.
Control of shareholding in operator
60.—(1) A person must not become —
(a)
a substantial shareholder;
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