PART 3 | Application and interpretation of this Part |
7.—(1) This Part applies to any newspaper published at intervals not exceeding one week unless the newspaper has been exempted from the provisions of this Part.| (2) Sections 11 to 18 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. |
(3) In sections 11 to 18, unless the context otherwise requires —| “arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied; |
| “share”, in relation to a newspaper company, means an ordinary share of the newspaper company; |
| “substantial shareholder” has the meaning given by section 81 of the Companies Act 1967; |
| “voting share” has the meaning given by section 4(1) of the Companies Act 1967. |
|
|
| Publisher of newspaper to be newspaper company unless exempted from this Part |
8.—(1) A newspaper to which this Part applies must not be published in Singapore except by a newspaper company unless the newspaper has been exempted from the provisions of this Part.| (2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 3 years or to both. |
| (3) For the purposes of subsection (1), a newspaper is deemed to be published outside Singapore if its contents and editorial policy are determined outside Singapore and its sales or distribution are not intended primarily for Singapore. |
|
| Memorandum and articles to be approved |
9.—(1) Despite the provisions of the Companies Act 1967, the memorandum or articles of association of a proposed newspaper company must not be presented for registration unless there is lodged with them the Registrar’s written approval.| (2) The memorandum and articles of association of a newspaper company must not be altered without the Registrar’s written approval. |
|
| Special features of newspaper company |
10.—(1) Subject to subsection (15), in every newspaper company —| (a) | all the directors must be citizens of Singapore; | | (b) | there are to be 2 classes of shares, namely, management shares and ordinary shares; and | | (c) | management shares must not be issued or transferred except to citizens of Singapore or corporations who or which have been granted the Minister’s written approval. |
| (2) A newspaper company must not refuse to issue or to accept the transfer of management shares to any person who has been granted the Minister’s written approval to purchase or hold the shares except for reasons to be given in writing acceptable to the Minister. |
| (3) An appeal against any decision of the Minister under subsection (2) lies to the President whose decision is final. |
| (4) As soon as practicable after 1 January 1975, every newspaper company must issue a number of management shares as is equal to 1% or more of its issued and paid-up capital; and where any subsequent issue of shares is made by the newspaper company, 1% of every such issue must consist of management shares. |
(5) Management shares issued under subsection (4) must be for cash and in accordance with the terms specified in this section and —| (a) | in the case of a newspaper company the shares of which are quoted on a stock exchange in Singapore or elsewhere — at a price that is equivalent to the market price of the ordinary shares prevailing at the date of the issue; | | (b) | in the case of a newspaper company the shares of which are not quoted on a stock exchange in Singapore or elsewhere — at a fair and reasonable value that the Minister may determine. |
|
| (6) Upon the determination by the Minister under subsection (5)(b) of a fair and reasonable value to be placed upon management shares, a newspaper company is bound to issue the management shares as soon as practicable at that determined value. |
(7) A person must not continue to hold management shares of a newspaper company if the Minister’s approval given under subsection (1)(c) or (15) has been revoked, and on such revocation —| (a) | the person ceases to have any voting rights under those management shares; and | | (b) | the newspaper company must, as soon as practicable, arrange for the person to be issued with one ordinary share in exchange for each management share held by the person. |
|
| (8) The directors of a newspaper company must, on the requisition of the holders of at least one-quarter of its issued management shares, immediately proceed to convene an extraordinary general meeting of the company to be held as soon as practicable but in any case not later than 2 months after the company receives the requisition. |
| (9) Section 176 of the Companies Act 1967 (except subsections (1) and (1A) thereof) has effect in relation to the requisition under subsection (8). [35/2014] |
| (10) The holders of both the management and the ordinary shares of a newspaper company are to rank pari passu in respect of all dividends declared by the company and in respect of all bonus and rights issues made by the company as well as in the right to return of capital and to participation in all surplus assets of the company in liquidation. |
| (11) A holder of management shares is entitled either on a poll or by a show of hands to 200 votes for each management share held by the holder on any resolution relating to the appointment or dismissal of a director or any member of the staff of a newspaper company but has in all other respects the same voting rights as the holder of ordinary shares. |
| (12) Voting on the appointment or dismissal of a director must be by means of a poll and not by a show of hands. |
| (13) A holder of management shares must not deal in or in any way mortgage the shares except with the Minister’s approval. |
(14) Management shares must not —| (a) | be offered, before issue, to ordinary shareholders; or | | (b) | be quoted or dealt in on a stock exchange in Singapore or elsewhere. [21/2005] |
|
| (15) The Minister may in writing approve the purchase or acquisition or the holding of management shares by any person who is not a citizen of Singapore and for the appointment of any such person as a director of a newspaper company. |
| (16) This section has effect despite any other written law or anything contained in the memorandum or articles of association of a newspaper company. |
| (17) In this section, “surplus assets” means all the assets of a newspaper company remaining after the liabilities of the company have been discharged and after the costs of the winding up have been paid or provided for, but before any capital has been paid to the ordinary shareholders or any profits distributed to them. |
|
| Control of substantial shareholdings in newspaper companies |
11.—(1) A person must not, on or after 2 September 2002, become a substantial shareholder of a newspaper company without first obtaining the Minister’s approval.| (2) Subject to section 13(4), a person who, immediately before 2 September 2002, is a substantial shareholder of a newspaper company must not continue to be a substantial shareholder unless the person has, within 6 months after that date or any longer period that the Minister may allow, applied to the Minister for approval to continue to be such a shareholder. |
| (3) A person must not, on or after 2 September 2002, 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 more than 5% of the total votes attached to all voting shares in a newspaper company without first obtaining the Minister’s approval. [21/2005] |
| (4) Subject to section 13(4), any person who, at any time before 2 September 2002, has entered into an agreement or arrangement mentioned in subsection (3) must not continue to be a party to that agreement or arrangement unless the person has, within 6 months after that date or any longer period that the Minister may allow, applied to the Minister for approval to continue to be a party to that agreement or arrangement. |
(5) For the purposes of this section, a person has an interest in any share if —| (a) | the person is deemed to have an interest in that share under section 7 of the Companies Act 1967; or | | (b) | the person otherwise has a legal or an equitable interest in that share except for such interest that is to be disregarded under section 7 of the Companies Act 1967. |
|
|
| Control of shareholdings and voting power in newspaper companies |
12.—(1) A person must not, on or after 2 September 2002, become —| (a) | a 12% controller; or | | (b) | an indirect controller, |
| of a newspaper company without first obtaining the Minister’s approval. |
(2) Subject to section 13(4), a person who, immediately before 2 September 2002, is —| (a) | a 12% controller; or | | (b) | an indirect controller, |
| of a newspaper company must not continue to be such a controller unless the person has, within 6 months after that date or any longer period that the Minister may allow, applied to the Minister for approval to continue to be such a controller. |
|
(3) In subsections (1)(a) and (2)(a), “12% controller” means a person who alone or together with the person’s associates —| (a) | holds at least 12% of the shares in the newspaper company; or | | (b) | is in a position to control voting power of at least 12% in the newspaper company. |
|
(4) For the purposes of subsection (3) —| (a) | a person holds a share if —| (i) | the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act 1967; or | | (ii) | the person otherwise has a legal or an equitable interest in that share except for any interest that is to be disregarded under section 7(6) to (10) of the Companies Act 1967; |
| | (b) | a reference to the control of a percentage of the voting power in a newspaper company 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 newspaper company; and | | (c) | a person (A) is an associate of another person (B) if —| (i) | A is the spouse or a parent, step-parent or remoter lineal ancestor, or a son, stepson, daughter, stepdaughter or remoter issue, or a brother or sister, of B; | | (ii) | A is a corporation whose directors 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; | | (iii) | B is a corporation whose directors 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; | | (iv) | 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; | | (v) | 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; | | (vi) | A is a related corporation of B; | | (vii) | A is a corporation in which B, alone or together with other associates of B as described in sub‑paragraphs (ii) to (vi), is in a position to control at least 20% of the voting power in A; | | (viii) | B is a corporation in which A, alone or together with other associates of A as described in sub‑paragraphs (ii) to (vi), is in a position to control at least 20% of the voting power in B; or | | (ix) | 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 voting power in relation to, the newspaper company. |
|
|
(5) In subsections (1)(b) and (2)(b), “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 newspaper company —| (a) | in accordance with whose directions, instructions or wishes the directors of the newspaper company 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 newspaper company, |
| but does not include any person — |
| (c) | who is a director or other officer of the newspaper company; | | (d) | who is a holder of any management share; or | | (e) | in accordance with whose directions, instructions or wishes the directors of the newspaper company are accustomed to act by reason only that they act on advice given by the person in his or her professional capacity. |
|
|
13.—(1) The Minister may approve an application made by any person under section 11 or 12 if the Minister is satisfied that —| (a) | the person is a fit and proper person; | | (b) | having regard to the person’s likely influence, the newspaper company will or will continue to conduct its business prudently and comply with the provisions of this Act; and | | (c) | it is in the national interest to do so. |
(2) Any approval under this section may be granted to any person subject to any conditions that 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 newspaper company; or | | (b) | restricting the person’s exercise of voting power in the newspaper company. |
|
| (3) Any condition imposed under subsection (2) has effect despite any of the provisions of the Companies Act 1967 or anything contained in the memorandum or articles of association of the newspaper company. |
(4) Where the Minister does not approve an application made by any person under section 11(2) or (4) or 12(2), the person must, within the time that the Minister may specify, take any steps that are necessary —| (a) | in the case of section 11(2), to cease to be a substantial shareholder; | | (b) | in the case of section 11(4), to cease to be a party to the agreement or arrangement; or | | (c) | in the case of section 12(2), to cease to be —| (i) | a 12% controller; or | | (ii) | an indirect controller, |
|
|
|
| 14. [Repealed by Act 31 of 2022 wef 01/11/2022] |
| Objection to existing control of newspaper company |
15.—(1) The Minister may serve a written notice of objection on any person mentioned in section 11 or 12 if the Minister is satisfied that —| (a) | any condition of approval imposed on the person under section 13(2) has not been complied with; | | (b) | the person ceases to be a fit and proper person; | | (c) | having regard to the person’s likely influence, the newspaper company 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 national interest to allow the person to continue to be a party to the agreement or arrangement described in section 11(3) or (4), or to continue to be a substantial shareholder, a 12% controller or an indirect controller, as the case may be; | | (e) | the person has provided false or misleading information or documents in connection with an application under section 11 or 12; or | | (f) | the Minister would not have granted his or her approval under section 13 had the Minister been aware, at that time, of the circumstances relevant to the person’s application for such approval. |
| (2) Before the service of a written notice of objection, the Minister must, unless he or she decides that it is not practicable or desirable to do so, cause to be given to the person concerned written notice of his or her 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 the written representations of any person mentioned in subsection (2), the Minister must consider the written representations for the purpose of determining whether to issue a written notice of objection. |
(4) The Minister must, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection must —| (a) | take any steps that are necessary to ensure that the person ceases to be a party to the agreement or arrangement described in section 11(3) or (4), or ceases to be a substantial shareholder, a 12% controller or an indirect controller, as the case may be; or | | (b) | comply with any direction or restriction that the Minister may make under section 16. |
|
| (5) Any person served with a written notice of objection under this section must comply with the notice. |
|
16.—(1) Without affecting section 17, if the Minister is satisfied that any person has contravened section 11, 12, 13(4) or 15(5) or any condition imposed under section 13(2), or if the Minister has served a written notice of objection under section 15, the Minister may, by written notice —| (a) | direct the transfer or disposal of all or any of the shares in the newspaper company held by the person or any of the person’s associates (called in this section the specified shares) within the time and subject to any conditions that the Minister considers appropriate; | | (b) | restrict the transfer or disposal of the specified shares; or | | (c) | make any other direction or restriction that the Minister considers appropriate. |
| (2) Any person to whom a notice is given under subsection (1) must comply with any direction or restriction that is specified in the notice. |
(3) In the case of any direction or restriction made under subsection (1)(a) or (b), despite any of the provisions of the Companies Act 1967 or anything contained in the memorandum or articles of association of the newspaper company —| (a) | voting rights are not exercisable in respect of the specified shares unless the Minister expressly permits the rights to be exercised; | | (b) | shares of the newspaper company must not be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified shares unless the Minister expressly permits the issue or offer; and | | (c) | except in a liquidation of the newspaper company, payment must not be made by the newspaper company of any amount (whether by way of dividends or otherwise) in respect of the specified shares unless the Minister expressly authorises the payment, |
| until a transfer or disposal is effected in accordance with the direction or until the restriction on a transfer or disposal is removed, as the case may be. |
|
| (4) In this section, “associate” has the meaning given by section 12(4)(c). |
|
| Offences, penalties and defences |
17.—(1) Any person who contravenes section 11, 12(1)(a) or (2)(a) or 13(4)(a), (b) or (c)(i) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.| (2) Any person who contravenes section 12(1)(b) or (2)(b), 13(4)(c)(ii), 15(5) or 16(2) or any condition imposed under section 13(2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 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 $5,000 for every day or part of a day during which the offence continues after conviction. |
(3) Where a person is charged with an offence in respect of a contravention of section 11 or 12, it is a defence for the person to prove that —| (a) | the person was not aware that the person had contravened section 11 or 12, as the case may be; and | | (b) | the person has, within 14 days of becoming aware that the person had contravened section 11 or 12 (as the case may be) notified the Minister of the contravention and, within any time that may be determined by the Minister, taken such actions in relation to the person’s shareholding or control of the voting power in the newspaper company as the Minister may direct. |
|
(4) Where a person is charged with an offence in respect of a contravention of section 12(1), it is also a defence for the person to prove that, even though the person was aware of the contravention —| (a) | the contravention occurred as a result of an increase in the shareholding as described in section 12(4)(a) of, or in the voting power controlled by, any of the person’s associates described in section 12(4)(c)(i); | | (b) | the person 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 newspaper company; and | | (c) | the person has, within 14 days of the date of the contravention, notified the Minister of the contravention and, within any time that may be determined by the Minister, taken such action in relation to the person’s shareholding or control of the voting power in the newspaper company as the Minister may direct. |
|
| (5) Except as provided in subsections (3) and (4), it is not a defence for a person charged with an offence in respect of a contravention of section 11 or 12 to prove that the person did not intend to or did not knowingly contravene section 11 or 12, as the case may be. |
|
| Power to obtain information |
18.—(1) The Registrar may, by written notice, direct any newspaper company to obtain from any of its shareholders and to transmit to the Registrar information —| (a) | as to whether that shareholder holds any share in the newspaper company as beneficial owner or as trustee; and | | (b) | if the shareholder holds the share as trustee, to indicate, so far as the shareholder can, the person for whom the shareholder holds the share (either by name or by other particulars sufficient to enable that person to be identified) and the nature of that person’s interest, |
| and the newspaper company must comply with that direction within any time that may be specified in the notice. |
(2) The Registrar may, by written notice, require any person (A) who is a shareholder of a newspaper company, or who appears from the information provided to the Registrar under subsection (1) or this subsection to have an interest in any share in a newspaper company, to inform the Registrar —| (a) | whether A holds that interest as beneficial owner or as trustee, and if A holds the interest as trustee, to indicate, so far as A can, the person (B) for whom A holds the interest (either by name or by other particulars sufficient to enable B to be identified) and the nature of B’s interest; or | | (b) | whether any share or any voting right attached to the share is the subject of an agreement or arrangement described in section 11(3) or (4) or 12(4)(c)(ix), and if so, to give particulars of the agreement or arrangement and the parties to it, |
| and A must comply with that notice within any time that may be specified in the notice. |
|
(3) Any person who —| (a) | fails to comply with a notice under this section; or | | (b) | in purported compliance of the notice, knowingly or recklessly makes a statement which is false in a material particular, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 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 $5,000 for every day or part of a day during which the offence continues after conviction. |
|
|
| Funds from foreign source for the purposes of a newspaper other than commercial purposes prohibited |
19.—(1) Subject to this section, a person must not, on or after the grant or renewal of a permit under section 21, receive on behalf or for the purposes of any newspaper to which this Part applies any funds from a foreign source without the Minister’s prior approval.| (2) The Minister may grant approval if the Minister is satisfied, on any information that the Minister may require to be provided to him or her, that the funds from a foreign source are intended for bona fide commercial purposes. |
| (3) Despite subsection (1), where any funds from a foreign source are sent to a person without the person’s prior knowledge, consent or solicitation and the funds are intended for or given by the donor for the purposes of the newspaper, that person must, within 3 days of the receipt of the funds, report the circumstances and particulars of the receipt of the funds and the purposes for which the funds were received to the Minister. |
(4) Where funds from a foreign source have been received by a person for the purposes of the newspaper under subsection (3) and the Minister refuses to approve the retention of those funds, the person must, within the time that the Minister specifies —| (a) | return them to the sender of the funds; or | | (b) | if the sender cannot be traced, the funds must be donated to any charity specified by the Minister. |
|
(5) In this section —“foreign source” includes —| (a) | the government of a country outside Singapore or the agent of any such government, whether resident in Singapore or otherwise; | | (b) | any company, association or society incorporated or constituted under any law in force outside Singapore whether or not it has a branch office or place of business in Singapore; | | (c) | any person who is not a citizen of Singapore whether or not the person is resident in Singapore; | | (d) | any —| (i) | body corporate formed or incorporated in Singapore, one or more of whose members or directors are not citizens of Singapore, or in the case of a member being another company, where one or more of the members or directors of the company are not citizens of Singapore; or | | (ii) | unincorporated association or body constituted under any law in force in Singapore, one or more of whose members or directors are not citizens of Singapore, or in the case of a member being another company, where one or more of the members or directors of the company are not citizens of Singapore, |
| that the Minister may, by notification in the Gazette, declare to be a foreign source for the purposes of this section; or |
| | (e) | any other source outside Singapore that the Minister may, by notification in the Gazette, declare to be a foreign source for the purposes of this section; |
|
| “funds” means money, securities, movable or immovable property or other valuable consideration; |
| “funds from a foreign source” includes funds provided by a foreign source indirectly through any agent of the foreign source. |
|
| (6) Nothing in this section applies to any dealing by any person in the shares of a newspaper company quoted on a stock exchange in Singapore. |
| (7) Any person who contravenes or fails to comply with subsection (1), (3) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 3 years or to both and the Court may, in addition to any other penalty that it may impose, order the forfeiture to the Government of any funds which are the subject of the charge. |
| (8) Any journalist who, having received any funds from a foreign source for printing or publishing any news item or article or for adopting a particular line or bias in respect of any news item or article, fails to report in writing within 7 days to the managing director of the journalist’s newspaper company the receipt of those funds shall be guilty of an offence and shall be liable on conviction to the penalty prescribed by section 35. |
| (9) Any funds received from outside Singapore by a journalist are presumed to be from a foreign source unless proved to the contrary. |
|
| 20. Any person aggrieved by any refusal by the Minister to grant approval under any section in this Part may appeal to the President whose decision is final. |
|
