1. Purpose
1.1 These guidelines are issued by the Monetary Authority of Singapore (?the Authority?) pursuant to section 321 of the Securities and Futures Act 2001 (Act 42 of 2001) (?the Act?).
1.2 The guidelines provide guidance on the operation of section 137 of the Act in relation to substantial shareholders of listed companies as at 1st October 2002, the date on which section 137 of the Act came into effect.
2. Statutory Requirement
2.1 Section 137 of the Act states that Division 4 of Part IV of the Companies Act (Cap.50) (other than sections 86, 87, 88, 89 and 92) shall apply, with such modifications and qualifications as may be necessary, to a person who is a substantial shareholder of a company whose shares are listed for quotation on the official list of a securities exchange as though references to the company to which notification should be given were references to the securities exchange.
2.2 The provision requires a substantial shareholder of a listed company to notify the securities exchange of his interest or change in interest in the voting shares of the company.
3. Substantial Shareholders as at 1st October 2002
3.1 Section 82(2)(a) of the Companies Act (Cap.50) requires a person who is a substantial shareholder of a listed company on 1st October 1971 to notify the company of his interest in the voting shares of the company within 1 month after 1st October 1971.
3.2 As the Authority regards section 82(2)(a) of the Companies Act (Cap.50) as a past transitional arrangement the obligation under which has lapsed, a substantial shareholder of a listed company as at 1st October 2002 is not expected to notify the securities exchange of an existing interest in the voting shares of the company that had been previously notified to the company within 1 month after 1st October 2002.
3.3 However, should there be a change in the interest of the substantial shareholder in the voting shares of the company or if he ceases to be a substantial shareholder on or after 1st October 2002, then he must notify the securities exchange of such change or cessation as required by section 137 of the Act.
