Disclosure Requirements - Singapore

08.12.2014

Disclosure Category: 1

Under the terms of the Singapore Companies Act and the Securities and Futures Act (SFA), the obligation may fall on CBL to disclose information on customers holdings to Singapore issuers.

Consent

In order to comply with the legislation as mentioned below, customers 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 CBL such information as is required to be disclosed.

Disclosure requirements

Customers are advised that under local regulations, Singapore companies may require CBL, through its local custodian, on request and/or on a regular basis, to disclose to that company information relating to CBL customers holding any of the company’s shares in CBL.

Upon receipt of the disclosure request from the company, CBL’s depository will indicate CBL as the client of the depository. If the company requires further disclosure at the beneficial owner level, CBL’s depository will inform CBL to provide the list of beneficial owners.

Background and legal basis

Under Section 92 of the Companies Act, a company that is listed on the Singapore Stock Exchange (SGX) 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. This requirement may be imposed by a company for any reason, not only for proxy voting or tax relief.

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 where the nominal amount of that share (or the aggregate of the nominal amounts of those shares) is not less than 5% of the aggregate of the nominal amount of all the voting shares in the company.

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 following the acquisition of 5% or more stake in the voting shares of a company;
  • Ceased to be a substantial shareholder.

A substantial shareholder must also provide:

  • 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, 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.

Sanctions

Non-compliance with disclosure requirements may result in a fine of up to SGD 250,000 or imprisonment for up to two years.