Newspaper and Printing Presses (Amendment) Bill

Bill No. 20/2002.

Read the first time on 23rd May 2002.

A BILL intituled An Act to amend the Newspaper and (Chapter 206 of the 1991 Revised Edition). Printing Presses Act

Be it enacted by the President with the advice and consent of the Parliament of Singapore, as follows:

Short title and commencement 1. This Act may be cited as the Newspaper and Printing Presses (Amendment) Act 2002 and shall come into operation on such date as the Minister may, by notification in the Gazette, appoint.
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Amendment of section 7 2. Section 7(2) of the Newspaper and Printing Presses Act (referred to in this Act as the principal Act) is amended by deleting $10,000 and substituting $50,000. Repeal and re-enactment of section 10 and new sections 10A to 10H

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3. Section 10 of the principal Act is repealed and the following sections substituted therefor: Application and interpretation of this section and sections 10A to 10H

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10.(1) This section and sections 10A to 10H shall 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. (2) In sections 10A to 10H, unless the context otherwise requires appointed day means the date of commencement of the Newspaper and Printing Presses (Amendment) Act 2002; arrangement includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;

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share, in relation to a newspaper company, means an ordinary share of the newspaper company; substantial shareholder has the same meaning as in section 81 of the Companies Act (Cap. 50);

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voting share has the same meaning as in section 4(1) of the Companies Act.

Control of substantial shareholdings in newspaper companies 10A.(1) No person shall, on or after the appointed day, become a substantial shareholder of a newspaper company without first obtaining the approval of the Minister.
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(2) Subject to section 10C(4), no person who, immediately before the appointed day, is a substantial shareholder of a newspaper company shall continue to be a substantial shareholder unless he has, within 6 months after the appointed day or such longer period as the Minister may allow, applied to the Minister for approval to continue to be such a shareholder. (3) No person shall, on or after the appointed day, 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 nominal amount of all voting shares in a newspaper company without first obtaining the approval of the Minister. (4) Subject to section 10C(4), no person who, at any time before the appointed day, has entered into any agreement or arrangement referred to in subsection (3) shall continue to be a party to such an agreement or arrangement unless he has, within 6 months after the appointed day or such longer period as the Minister may allow, applied to the Minister for approval to continue to be a party to such an agreement or arrangement. (5) For the purposes of this section, a person has an interest in any share if (a) he is deemed to have an interest in that share under section 7 of the Companies Act (Cap. 50); or

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(b) he otherwise has a legal or an equitable interest in that share except for such interest as is to be disregarded under section 7 of the Companies Act. Control of shareholdings and voting power in newspaper companies

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10B.(1) No person shall, on or after the appointed day, become

(a) a 12% controller; or (b) an indirect controller, of a newspaper company without first obtaining the approval of the Minister.
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(2) Subject to section 10C(4), no person who, immediately before the appointed day, is (a) a 12% controller; or (b) an indirect controller, of a newspaper company shall continue to be such a controller unless he has, within 6 months after the appointed day or such longer period as 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 his associates

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(a) holds not less than 12% of the shares in the newspaper company; or (b) is in a position to control voting power of not less than 12% in the newspaper company. (4) For the purposes of subsection (3) (a) a person holds a share if (i) he is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act (Cap. 50); or (ii) he otherwise has a legal or an equitable interest in that share except for such interest as is to be disregarded under section 7(6) to (10) of the Companies Act; (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

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(i) A is the spouse or a parent, step-parent or remoter lineal ancestor, or a son, step-son, daughter, step-daughter or remoter issue, or a brother or sister, of B;
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(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;

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(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 not less than 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 not less than 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

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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 (i) who is a director or other officer of the newspaper company;
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(ii) who is a holder of any management share; or (iii) 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 professional capacity.

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Approval of applications 10C.(1) The Minister may, in his discretion, approve an application made by any person under section 10A or 10B if the Minister is satisfied that (a) the person is a fit and proper person;

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(b) having regard to the persons 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 such conditions as the Minister may determine, including but not limited to any condition (a) restricting the persons disposal or further acquisition of shares or voting power in the newspaper company; or

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(b) restricting the persons exercise of voting power in the newspaper company. (3) Any condition imposed under subsection (2) shall have effect notwithstanding any of the provisions of the Companies Act (Cap. 50)

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 10A(2) or (4) or 10B(2), the person shall, within such time as the Minister may specify, take such steps as are necessary (a) in the case of section 10A(2), to cease to be a substantial shareholder;
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(b) in the case of section 10A(4), to cease to be a party to the agreement or arrangement; or (c) in the case of section 10B(2), to cease to be (i) a 12% controller; or (ii) an indirect controller, as the case may be.

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Power to make further transitional provisions 10D. The Minister may, by order published in the Gazette, make such further transitional provisions as he considers necessary or expedient for the purposes of section 10A, 10B or 10C. Objection to existing control of newspaper company

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10E.(1) The Minister may serve a written notice of objection on any person referred to in section 10A or 10B if the Minister is satisfied that (a) any condition of approval imposed on the person under section 10C(2) has not been complied with;

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(b) the person ceases to be a fit and proper person; (c) having regard to the persons likely influence, the newspaper company is no longer likely to conduct its business prudently or to comply with the provisions of this Act;

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(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 10A(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 furnished false or misleading information or documents in connection with an application under section 10A or 10B; or (f) he would not have granted his approval under section 10C had he been aware, at that time, of the circumstances relevant to the persons application for such approval.
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(2) Before the service of a written notice of objection, the Minister shall, unless he decides that it is not practicable or desirable to do so, cause to be given to the person concerned notice in writing of his 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 referred to in subsection (2), the Minister shall consider the written representations for the purpose of determining whether to issue a written notice of objection. (4) The Minister shall, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection shall (a) take such steps as are necessary to ensure that he ceases to be a party to the agreement or arrangement described in section 10A(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 such direction or restriction as the Minister may make under section 10F.

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(5) Any person served with a written notice of objection under this section shall comply with the notice. Power to make directions 10F.(1) Without prejudice to section 10G, if the Minister is satisfied that any person has contravened section 10A, 10B, 10C(4) or 10E(5) or any condition imposed under section 10C(2), or if the

Minister has served a written notice of objection under section 10E, the Minister may, by notice in writing (a) direct the transfer or disposal of all or any of the shares in the newspaper company held by the person or any of his associates (referred to in this section as the specified shares) within such time and subject to such conditions as the Minister considers appropriate; (b) restrict the transfer or disposal of the specified shares; or
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(c) make such other direction or restriction as the Minister considers appropriate. (2) Any person to whom a notice is given under subsection (1) shall comply with such direction or restriction as may be specified in the notice.

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(3) In the case of any direction or restriction made under subsection (1)(a) or (b), notwithstanding any of the provisions of the Companies Act (Cap. 50) or anything contained in the memorandum or articles of association of the newspaper company (a) no voting rights shall be exercisable in respect of the specified shares unless the Minister expressly permits such rights to be exercised; (b) no shares of the newspaper company shall be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified shares unless the Minister expressly permits such issue or offer; and

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(c) except in a liquidation of the newspaper company, no payment shall 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 such 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 same meaning as in section 10B(4)(c).

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Offences, penalties and defences 10G.(1) Any person who contravenes section 10A, 10B(1)(a) or (2)(a) or 10C(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 thereof during which the offence continues after conviction. (2) Any person who contravenes section 10B(1)(b) or (2)(b), 10C(4)(c)(ii), 10E(5) or 10F(2) or any condition imposed under section 10C(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 thereof during which the offence continues after conviction. (3) Where a person is charged with an offence in respect of a contravention of section 10A or 10B, it shall be a defence for the person to prove that (a) he was not aware that he had contravened section 10A or 10B, as the case may be; and
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(b) he has, within 14 days of becoming aware that he had contravened section 10A or 10B, as the case may be, notified the Minister of the contravention and, within such time as may be determined by the Minister, taken such actions in relation to his 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 10B(1), it shall also be a defence for the person to prove that, even though he was aware of the contravention

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(a) the contravention occurred as a result of an increase in the shareholding as described in section 10B(4)(a) of, or in the voting power controlled by, any of his associates described in section 10B(4)(c)(i); (b) he has no agreement or arrangement, whether oral or in writing and whether express or implied, with that associate

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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
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(c) he has, within 14 days of the date of the contravention, notified the Minister of the contravention and, within such time as may be determined by the Minister, taken such action in relation to his 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 shall not be a defence for a person charged with an offence in respect of a contravention of section 10A or 10B to prove that he did not intend to or did not knowingly contravene section 10A or 10B, as the case may be. Power to obtain information 10H.(1) The Registrar may, by notice in writing, direct any newspaper company to obtain from any of its shareholders and to transmit to the Registrar information

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(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 he can, the person for whom he holds the share (either by name or by other particulars sufficient to enable that person to be identified) and the nature of his interest,

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and the newspaper company shall comply with that direction within such time as may be specified in the notice. (2) The Registrar may, by notice in writing, require any shareholder of a newspaper company, or any person 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 he holds that interest as beneficial owner or as trustee, and if he holds the interest as trustee, to indicate, so far as he can, the person for whom he holds the interest

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(either by name or by other particulars sufficient to enable that person to be identified) and the nature of his 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 10A(3) or (4) or 10B(4)(c)(ix), and if so, to give particulars of the agreement or arrangement and the parties to it, and the person shall comply with that notice within such time as may be specified therein.
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(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,

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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 thereof during which the offence continues after conviction.. Amendment of section 11 4. Section 11 of the principal Act is amended (a) by deleting the word or at the end of paragraph (c) of the definition of foreign source in subsection (5), and by inserting immediately thereafter the following paragraph:

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(ca) 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 such company are not citizens of Singapore; or (ii) unincorporated association or body constituted under any law in force in Singapore, one or more

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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 such company are not citizens of Singapore, as the Minister may, by notification in the Gazette, declare to be a foreign source for the purposes of this section; or;

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(b) by deleting the full-stop at the end of the definition of funds in subsection (5) and substituting a semi-colon, and by inserting immediately thereafter the following definition: funds from a foreign source, with its grammatical variations, includes funds provided by a foreign source indirectly through any agent of the foreign source.; and

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(c) by deleting $10,000 in the 3rd line of subsection (7) and substituting $50,000. Amendment of section 17 5. Section 17(5) of the principal Act is amended by deleting $10,000 in the penultimate line and substituting $50,000.

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Amendment of section 18 6. Section 18(4) of the principal Act is amended by deleting $10,000 in the penultimate line and substituting $50,000. Amendment of section 19

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7. Section 19(4) of the principal Act is amended by deleting $2,000 in the penultimate line and substituting $5,000. Amendment of section 21 8. Section 21(2) of the principal Act is amended by deleting $2,000 and substituting $5,000. Amendment of section 26

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9. Section 26(1) of the principal Act is amended by deleting $5,000 in the penultimate line and substituting $50,000.

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Amendment of section 28 10. Section 28 of the principal Act is amended (a) by deleting $5,000 in the penultimate line of subsection (1) and substituting $50,000; and
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(b) by deleting subsection (2). New section 28A 11. The principal Act is amended by inserting, immediately after section 28, the following section: Jurisdiction of court

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28A. Notwithstanding anything to the contrary in the Criminal Procedure Code (Cap. 68), a District Court and a Magistrates Court shall have jurisdiction to try any offence under this Act and shall have power to impose the full penalty or punishment in respect of such offence.. New section 33A 12. The principal Act is amended by inserting, immediately after section 33, the following section: Composition of offences

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33A.(1) The Minister or any officer authorised by the Minister may, in his discretion, compound any offence under this Act which is prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence (a) a sum of money not exceeding $1,000 in the case of an offence punishable on conviction with a fine not exceeding $5,000 (whether with or without imprisonment); or (b) a sum of money not exceeding $5,000 in the case of an offence punishable on conviction with a fine exceeding $5,000 (whether with or without imprisonment).

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(2) On payment of such sum of money, no further proceedings shall be taken against such person in respect of the offence.

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(3) The Minister may make rules to prescribe the offences which may be compounded and the method and procedure by which those offences may be compounded under this section.. Repeal and re-enactment of section 34
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13. Section 34 of the principal Act is repealed and the following section substituted therefor: Exemption 34. The Minister may, subject to such terms and conditions as he may impose, by order published in the Gazette

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(a) exempt any class or description of shares or interests in shares from section 10A or 10B or both; or (b) exempt (i) any person or class of persons; (ii) any document or class of documents; or (iii) any class or description of printing presses, from all or any of the provisions of this Act or any subsidiary legislation made thereunder..

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EXPLANATORY STATEMENT
This Bill (Cap. 206) seeks to amend the Newspaper and Printing Presses Act

(a) to strengthen the provisions relating to shareholdings in, and control of, newspaper companies; (b) to introduce provisions for composition of offences and exemption of persons from the Act; (c) to revise the penalties for offences under the Act; and (d) to make other amendments to update the Act. Clause 1 relates to the short title and commencement. Clause 2 amends section 7(2) to increase the fine for an offence under that section from a maximum of $10,000 to a maximum of $50,000.

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Clause 3 repeals and re-enacts section 10 and inserts new sections 10A to 10H. The new sections (a) replace the 3% shareholding limit based on beneficial ownership of shares with a limit based on substantial shareholding within the meaning of the Companies Act (Cap. 50); (b) introduce a new 12% limit on shareholding or control of voting power in newspaper companies; (c) require the Ministers approval to be obtained before a person becomes a substantial shareholder, a 12% controller or an indirect controller of a newspaper company, or enters into any agreement or arrangement to control the shareholding or voting power in such newspaper company;

(d) prescribe the criteria which an applicant must satisfy to obtain the Ministers approval; (e) empower the Minister to serve a written notice of objection on an existing shareholder or controller, or a party to an existing agreement or arrangement to control the shareholding or voting power in a newspaper company, in accordance with the prescribed procedure; empower the Minister to take certain action to ensure compliance with the restrictions introduced;

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(g) provide that non-compliance with certain provisions on ownership and control of newspaper companies is an offence; and (h) provide defences for persons who were not aware that they had contravened certain provisions, or who were not in a position to prevent such contravention, subject to their notifying the Minister of the contravention and compliance with the Ministers directions. Clause 4 amends section 11 (a) to empower the Minister to declare, by notification in the Gazette, certain specified bodies corporate, unincorporated associations or other bodies constituted under any law in Singapore as a foreign source for the purposes of the section (which prohibits the receipt of funds from a foreign source for the purposes of the newspaper other than for commercial purposes); (b) to make it clear that funds from a foreign source includes funds provided by a foreign source indirectly through any agent of the foreign source; and (c) to increase the fine for an offence under the section from a maximum of $10,000 to a maximum of $50,000.

Clauses 5 and 6 amend sections 17(5) and 18(4), respectively, to increase the fines for the offences under those sections from a maximum of $10,000 to a maximum of $50,000.

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Clauses 7 and 8 amend sections 19(4) and 21(2), respectively, to increase the fines for the offences under those provisions from a maximum of $2,000 to a maximum of $5,000. Clause 9 amends section 26(1) to increase the fine for an offence under that provision from a maximum of $5,000 to a maximum of $50,000. Clause 10 amends section 28 to increase the fine for an offence of failing to comply with any of the requirements of the Act (unless otherwise provided) from a maximum of $5,000 to a maximum of $50,000. Clause 11 inserts a new section 28A to confer jurisdiction on a District Court and a Magistrates Court to try any offence under the Act and to impose the full penalty for the offence. Clause 12 inserts a new section 33A (a) to empower the Minister or any officer authorised by the Minister to compound any offence which is prescribed as a compoundable offence by collecting, from a person reasonably suspected of committing the offence, a sum not exceeding $1,000 in the case of an offence punishable on conviction with a fine not exceeding $5,000 (whether with or without imprisonment) or a sum not exceeding $5,000 in the case of an offence punishable on conviction with a fine exceeding $5,000 (whether with or without imprisonment); and (b) to empower the Minister to make rules to prescribe the offences which may be compounded and the method and procedure by which those offences may be compounded. Clause 13 repeals and re-enacts section 34 to provide that the Minister may (a) exempt any class or description of shares or interests in shares from section 10A or 10B or both; and (b) exempt any person or class of persons, any document or class of documents and any class or description of printing presses, from all or any of the provisions of the Act or any subsidiary legislation made thereunder.

EXPENDITURE OF PUBLIC MONEY

This Bill will not involve the Government in any extra financial expenditure.