Disclosure Requirements – Singapore
Disclosure Category: 1
Under the terms of the Singapore Companies Act and the Securities and Futures Act (SFA), the obligation may fall on Clearstream Banking S.A. (Clearstream Banking) to disclose information on clients holdings to Singapore issuers.
Consent
In order to comply with the legislation as mentioned below, clients holding Singapore shares or entering into transactions in the Singapore domestic market consent and are hereby deemed to consent to disclosure and to the appointment of the requestor (for example, the listed company or its agent) as their attorney-in-fact, under power of attorney to collect from Clearstream Banking such information as is required to be disclosed.
Disclosure requirements
Clients are advised that under local regulations, Singapore companies may require Clearstream Banking, through its local custodian, on request and/or on a regular basis, to disclose to that company information relating to Clearstream Banking clients holding any of the company’s shares in Clearstream Banking.
Upon receipt of the disclosure request from the company, Clearstream Banking’s depository will indicate Clearstream Banking as the client of the depository. If the company requires further disclosure at the beneficial owner level, Clearstream Banking’s depository will inform Clearstream Banking to provide the list of beneficial owners.
Background and legal basis
Under Section 137F of the Securities and Futures Act (SFA), Chapter 289 a company has the right to request its shareholders to disclose whether they hold such shares as beneficial owners or in trust for third parties. If the shares are held in trust, disclosure of the final beneficial owner and the nature of interest must be made to the company upon request. Please consult this section of the SFA for further details.
Sanctions
Non-compliance with disclosure requirements may result in a fine of up to SGD 250,000 or imprisonment for up to two years.
Obligation to report threshold crossings
It is the responsibility of the final beneficial owner to declare ownership directly to companies.
Substantial shareholding
According to the Companies Act Cap 50, a “substantial shareholder” is defined as a person that has a stake in one or more voting shares in the company or in one of the classes (when the share capital of the company is divided into 2 or more classes of shares), where the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares in the company or included in that class.
A substantial shareholder is required to inform the company, within two business days, that it has:
- Become a substantial shareholder;
- Become aware of a percentage change in its shareholdings;
- Ceased to be a substantial shareholder.
A substantial shareholder must also provide the following to the company in writing:
- Name and address;
- Full particulars of the voting shares in which it has a stake and full particulars of each such stake and “of the circumstances by reason of which” it now has that stake;
- If there has been a change in a percentage level of stake, name and address of the substantial shareholder, the full particulars of the change, including the date of the change and details of all purchases and sales contributing to the cumulative percentage increase or decrease between the past and the current report.
It is the responsibility of the final beneficial owner to declare ownership directly to companies.
With effect from 19 November 2012, a new disclosure of interest (DOI) regulatory regime introduced by Authority of Singapore (MAS) simplified notification process for substantial shareholders.
Substantial shareholders will no longer be required to separately report their interest, and changes in interests, in securities to SGX.
Section 137 of the Securities and Futures Act (SFA), Chapter 289
As outlined in this section, the substantial shareholding notification must be made directly to the company. Hence, the ultimate beneficiary holds the responsibility to declare their ownership directly to the companies or the trustee.
Note: Reporting Persons (for example the director, CEO, substantial shareholder, etc.) are required to give notice using only notification forms that are prescribed by MAS. This is, Form 3 “Disclosure of Interests in Securities” found at the Monetary Authority of Singapore (MAS) webpage under Regulations and Financial Stability.
The notification process
Source: MAS website