Whole Section

  • 2.14 Change of Control of Members

    • 2.14.1 Notification to Exchange

      Unless otherwise provided in this Rules, a corporate Member shall notify, or, where practicable, pre-notify, the Exchange in writing of any Change of Control. "Change of Control" refers to:

      (a) any change in the legal or beneficial ownership of 20% or more of the Member's share capital and any subsequent increase of 5% or more of the Member's share capital;
      (b) any change in circumstances, which will have or may have the effect of altering the control of the Member;
      (c) any change of any director of the Member; or in the case of a Bank Trading Member, any change in the composition of its board of directors or of any director, who is resident in Singapore and/or responsible for its Business Governed by these Rules, due to the appointment, removal or resignation of any of its directors. For the purpose of this Rule 2.14.1(c), a change of director includes a change in the director's appointment from a non-executive director to an executive director;
      (d) the death or bankruptcy of any of its directors, or in the case of a Bank Trading Member, its directors who are resident in Singapore and/or responsible for its Business Governed by this Rules;
      (e) any change in its senior management, or in the case of a Bank Trading Member, its senior management responsible for the Bank Trading Member's Business Governed by this Rules;
      (f) any alteration to the memorandum and articles of association or constitutive documents of the Member, notice of which should be given at least seven (7) days prior to alterations being effected, except in the case of a Bank Trading Member, notification shall be furnished to the Exchange within such time that the Bank Trading Member is required to notify MAS of such alteration under the Banking Act 1970, or any other regulation or directive issued thereunder;
      (g) the engagement or involvement or proposed engagement or involvement in any new business or any change in any of its business(es), or in the case of a Bank Trading Member, any Business Governed by this Rules; and
      (h) any change in its name.

      Amended on 25 August 200925 August 2009 and 18 January 2022.

    • 2.14.2 Reviewing Suitability

      Upon receipt by the Exchange of any notice of Change of Control from a corporate Member the Exchange shall review the suitability of that Member for Membership in the Exchange. The Exchange may require that Member to furnish such additional information as the Exchange may from time to time consider material in the course of such review.

    • 2.14.3 Suspension of Rights

      If, upon completion of the review referred to in Rule 2.14.2, the Exchange is not satisfied that the corporate Member continues to satisfy the applicable criteria for Membership set forth in Rule 2.3, it may suspend the rights of the corporate Member for up to a period of one (1) year.

      Refer to Exchange's obligation to refer a suspended Member, Approved Trader or Registered Representative to the Disciplinary Committee within 14 days under Rule 7.2.5.