Casino Control Act 2006 (Singapore)/Part III

Layout 2

PART III
LICENSING OF CASINOS

Certain contracts in relation to gaming valid and enforceable

40. Section 5(1) and (2) of the Civil Law Act (Cap. 43) shall not apply in relation to—

(a) any contract entered into with a casino operator or his agent for the playing in the casino of a game that is conducted by or on behalf of the casino operator or his agent, as the case may be, at any time while the casino licence is in force;

(b) any contract entered into with a casino operator or his agent for the use of a gaming machine in the casino, at any time while the casino licence is in force; and

(c) any contract for any transaction permitted under section 108, at any time while the casino licence is in force.

Two casinos only

41.—(1) The Authority shall, during the period of 10 years commencing from the date on which a second site for a casino is designated by an order made under section 2(2), ensure that there are not more than 2 casino licences in force under this Act at any particular time.

(2) A casino licence is to apply to one casino only.

Main shareholder of casino operator not to divest stake or participate in other casino for certain period

42.—(1) During the period of 10 years commencing from the date on which a second site for a casino is designated by an order made under section 2(2)—

(a) the main shareholder of a casino operator shall not, without the prior written approval of the Authority, transfer or dispose of any part of his stake in the casino operator to the extent that after the transfer or disposal, the percentage of the total votes attached to his stake in the casino operator—

(i) is less than 20% of the total votes attached to all voting shares in the casino operator; or

(ii) is equal to or less than the percentage of the total votes attached to the stake of any other stakeholder in the casino operator; and

(b) no person other than the main shareholder of a casino operator shall, without the prior written approval of the Authority, acquire any stake in the casino operator to the extent that after the acquisition, the percentage of the total votes attached to the stake of that person in the casino operator—

(i) is equal to or more than 20% of the total votes attached to all voting shares in the casino operator; and

(ii) is equal to or more than the percentage of the total votes attached to the main shareholder’s stake in the casino operator.

(2) The main shareholder of a casino operator shall not, at any time there are only 2 casinos in Singapore—

(a) acquire or hold any stake in the other casino operator;

(b) participate in the management or operation of the other casino operator, whether by nominating or appointing any director or officer of the other casino operator or otherwise; or

(c) enter into any agreement for the management or operation of the other casino.

(3) Any person who contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction—

(a) in the case of an individual, to a fine not exceeding $125,000; or

(b) in any other case, to a fine not exceeding $250,000.

(4) Without prejudice to subsection (3), the Minister may, by notice in writing, do one or more of the following:

(a) where the Minister is satisfied that the main shareholder of a casino operator has contravened subsection (1)(a), direct the main shareholder to acquire a stake in the casino operator, in such manner, within such time and subject to such conditions as may be specified in the notice, to the extent that after the acquisition, the percentage of the total votes attached to his stake in the casino operator—

(i) is equal to or more than 20% of the total votes attached to all voting shares in the casino operator; and

(ii) is more than the percentage of the total votes attached to the stake of every other stakeholder in the casino operator;

(b) where the Minister is satisfied that any person has contravened subsection (1)(b) or (2)(a), direct that person to transfer or dispose of the whole or any part of his stake in the casino operator which has been acquired or held in contravention of that provision in such manner, within such time and subject to such conditions as may be specified in the notice;

(c) where the Minister is satisfied that the main shareholder of a casino operator has contravened subsection (2)(b), direct the main shareholder to cease all participation in contravention of that provision within such time as may be specified in the notice;

(d) where the Minister is satisfied that the main shareholder of a casino operator has contravened subsection (2)(c), direct the main shareholder to terminate any agreement made in contravention of that provision within such time as may be specified in the notice;

(e) give such other direction as the Minister considers appropriate.

(5) Any person who fails, without reasonable excuse, to comply with a direction made under subsection (4) shall be guilty of an offence and shall be liable on conviction—

(a) in the case of an individual, to a fine not exceeding $12,500 for every day or part thereof that he fails to comply with the direction; or

(b) in any other case, to a fine not exceeding $25,000 for every day or part thereof that he fails to comply with the direction.

(6) Where any direction has been made under subsection (4)(b), then, until a transfer or disposal is effected in accordance with the direction, and notwithstanding anything in the Companies Act (Cap. 50) or in the memorandum or articles of association of the casino operator—

(a) no voting rights shall be exercisable in respect of any voting shares in the casino operator which are comprised in any part of any stake in the casino operator acquired or held in contravention of subsection (1)(b) or (2)(a) (referred to in this subsection as the relevant shares), unless the Minister expressly permits such rights to be exercised;

(b) no shares in the casino operator shall be issued or offered (whether by way of rights, bonus or otherwise) in respect of the relevant shares unless the Minister expressly permits such issue or offer; and

(c) except in a liquidation of the casino operator, no payment shall be made by the casino operator of any amount (whether by way of dividends or otherwise) in respect of the relevant shares unless the Minister expressly permits such payment.

(7) For the purposes of this section—

(a) a person holds a stake in a casino operator if he—

(i) holds any voting share in the casino operator; or

(ii) is deemed under subsection (8) to control any percentage of the total votes attached to all voting shares in the casino operator; and

(b) the percentage of the total votes attached to a person’s stake in a casino operator at a particular time is the aggregate of—

(i) the percentage which represents the proportion that the votes attached to the voting shares which he holds in the casino operator at that time bear to the total votes attached to all voting shares in the casino operator at that time; and

(ii) every percentage of the total votes attached to all voting shares in the casino operator which he is deemed under subsection (8) to control at that time.

(8) For the purposes of this section, if—

(a) a person—

(i) holds one or more units of equity interests in an entity (referred to in this subsection as the first level entity) and by virtue of that holding controls; or

(ii) is deemed under this subsection to control, a certain percentage (referred to in this subsection as the first level percentage) of the total votes attached to all equity interests in the first level entity; and

(b) the first level entity holds one or more units of equity interests in another entity (referred to in this subsection as the second level entity) and by virtue of that holding controls a certain percentage (referred to in this subsection as the second level percentage) of the total votes attached to all equity interests in the second level entity,

then the person shall be deemed to control a percentage of the total votes attached to all equity interests in the second level entity which is equal to the product of the first level percentage and the second level percentage.

(9) In this section—

“business trust” has the same meaning as in section 2 of the Business Trusts Act (Cap. 31A);

“entity” includes a corporation, an unincorporated association, a sole proprietorship, a partnership, a limited liability partnership and a business trust;

“equity interest”—

(a) in relation to a corporation, means a voting share in that corporation; and

(b) in relation to any entity other than a corporation, means any right or interest, whether legal or equitable, in the entity, by whatever name called, which gives the holder of that right or interest voting power in that entity;

“hold”, in relation to any stake, voting share or unit of equity interest, includes holding that stake, voting share or unit through a nominee, and “holder” and “holding” shall be construed accordingly;

“limited liability partnership” means a limited liability partnership formed under section 4(1) of the Limited Liability Partnerships Act 2005 (Act 5 of 2005) or any equivalent foreign law;

“main shareholder”, in relation to a casino operator, means such person as the Minister may, by notification in the Gazette, designate as the main shareholder of the casino operator.

(10) This section shall apply to every individual, whether resident in Singapore or not, and to every body corporate or unincorporate, whether incorporated or carrying on business in Singapore or not.

(11) Where the main shareholder of a casino operator is not resident or does not have a place of business in Singapore, it shall be a condition of the casino licence that the casino operator shall notify the Authority of an address within Singapore for the service of any summons, notice, order or legal process upon its main shareholder and of a person or persons authorised by the main shareholder to accept service on its behalf.

Operating casino without casino licence prohibited

43.—(1) No person shall operate a casino without a valid casino licence in force.

(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part thereof during which the offence continues after conviction.

(3) The court before which a person is convicted of an offence under this section shall, in addition to imposing on that person any other punishment, order the payment by him of a sum which is equal to his gross gaming revenue for the period that the offence was committed, and any such payment ordered shall be recoverable as a fine.

(4) In this section, “gross gaming revenue” has the same meaning as in section 146 as if the person who operated the casino had been a casino operator.

Application for casino licence

44.—(1) An application for a casino licence may be made to the Authority only by the owner of a designated site on which a casino is intended to be located or, with the approval of the Authority, by a person nominated by that owner.

(2) Every application for a casino licence or for the renewal of a casino licence shall be—

(a) made to the Authority in a form specified by the Authority;

(b) accompanied by the prescribed application fee; and

(c) accompanied by such documents and information as may be required by the Authority as regards that licence.

(3) If an application is refused under subsection (4) or withdrawn by the applicant, the Authority, in its discretion, may refund the whole or part of the application fee.

(4) If a requirement under this section is not complied with, the Authority may refuse to consider the application.

Matters to be considered in determining applications

45.—(1) The Authority shall not grant an application for a casino licence unless the Authority is satisfied that the applicant, and each associate of the applicant, is a suitable person to be concerned in or associated with the management and operation of a casino.

(2) In particular, the Authority shall consider whether—

(a) each such person is of good repute, having regard to character, honesty and integrity;

(b) each such person is of sound and stable financial background;

(c) in the case of an applicant that is not a natural person, the applicant has, or has arranged, a satisfactory ownership, trust or corporate structure;

(d) the applicant has or is able to obtain financial resources that are adequate to ensure the financial viability of the proposed casino and the services of persons who have sufficient experience in the management and operation of a casino;

(e) the applicant has sufficient business ability to establish and maintain a successful casino;

(f) any of those persons has any business association with any person, body or association who or which, in the opinion of the Authority, is not of good repute having regard to character, honesty and integrity or has undesirable or unsatisfactory financial resources;

(g) each director, partner, trustee, executive officer and secretary and any other officer or person determined by the Authority to be associated or connected with the ownership, administration or management of the operations or business of the applicant is a suitable person to act in that capacity;

(h) any person proposed to be engaged or appointed to manage or operate the casino is a suitable person to act in that capacity; and

(i) any other matter that may be prescribed.

Investigation of application

46.—(1) On receiving an application for a casino licence, the Authority shall cause to be carried out all such investigations and inquiries as it considers necessary to enable it to consider the application properly.

(2) In particular, the Authority may—

(a) require any person it is investigating in relation to the person’s suitability to be concerned in or associated with the management or operation of a casino to consent to having his photograph, finger prints and palm prints taken; and

(b) send a copy of the application and of any such photograph, finger prints and palm prints taken under paragraph (a) and any supporting documentation to the Commissioner of Police.

(3) The Commissioner of Police or any police officer authorised by the Commissioner shall inquire into and report to the Authority on such matters concerning the application as the Authority requests.

(4) The Authority may refuse to consider an application for a casino licence if any person from whom it requires a photograph, finger prints or palm prints under this section refuses to allow his photograph, finger prints or palm prints to be taken.

Authority may require further information, etc.

47.—(1) The Authority may, by notice in writing, require a person who is an applicant for a casino licence or a person whose association with the applicant is, in the opinion of the Authority, relevant to the application to do any one or more of the following:

(a) to provide, in accordance with directions in the notice, any information, that is relevant to the investigation of the application and is specified in the notice;

(b) to produce, in accordance with directions in the notice, any records relevant to the investigation of the application that are specified in the notice and to permit examination of the records, the taking of extracts from them and the making of copies of them;

(c) to authorise a person described in the notice to comply with a specified requirement of the kind referred to in paragraph (a) or (b);

(d) to furnish to the Authority any authorities and consents that the Authority directs for the purpose of enabling the Authority to obtain information (including financial and other confidential information) concerning the person and his associates or relations from other persons.

(2) If a requirement made under this section is not complied with, the Authority may refuse to consider the application concerned.

Updating of application

48.—(1) If a change occurs in the information provided in or in connection with an application for a casino licence (including in any documents lodged with the application) before the application is granted or refused, the applicant shall, without delay, give the Authority written particulars of the change.

(2) If—

(a) the Authority requires information (including information in any records) from a person referred to in section 47 whose association with the applicant is in the opinion of the Authority relevant to the application; and

(b) a change occurs in that information before the application is granted or refused,

that person shall, without delay, give the Authority written particulars of the change.

(3) Any person who fails to comply with subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part thereof during which the offence continues after conviction.

(4) When particulars of the change are given, those particulars shall then be considered to have formed part of the original application, for the purposes of the application of subsection (1) or (2) to any further change in the information provided.

Grant or refusal of casino licence

49.—(1) The Authority shall determine an application for a casino licence by either granting or refusing the application and shall notify the applicant in writing of its decision.

(2) A casino licence may be granted subject to such conditions as the Authority thinks fit.

(3) Without limiting the matters to which conditions may relate, the conditions of a casino licence may relate to any matter for which provision is made by this Act but shall not be inconsistent with a provision of this Act.

(4) If an application is granted, the casino licence is granted for the term, subject to the conditions and for the location specified in the licence.

(5) The casino operator shall pay to the Authority a casino licence fee of such amount, at such times and in such manner as may be prescribed.

Amendment of conditions

50.—(1) The conditions of a casino licence may be amended in accordance with this section.

(2) An amendment may be proposed—

(a) by the casino operator by requesting the Authority in writing to make the amendment; or

(b) by the Authority by giving notice in writing of the proposed amendment to the casino operator.

(3) The Authority shall allow the casino operator such period as it may specify to make submissions to the Authority concerning any proposed amendment (whether proposed by the Authority or the casino operator) and shall consider the submissions made.

(4) The Authority shall then decide whether to make the proposed amendment, either with or without changes from that originally proposed, and shall notify the casino operator of its decision.

(5) Any amendment that the Authority decides upon takes effect when notice of the decision is given to the casino operator or on any later date that may be specified in the notice.

Authority to define casino premises

51.—(1) The boundaries of any casino premises, as at the time when a casino licence is granted, shall be defined by the casino licence within the designated site for which the casino licence is granted.

(2) The Authority may, from time to time, redefine the boundaries of the casino premises, within the designated site for which the casino licence is granted, as the Authority thinks fit and may do so of its own motion or on the application of the casino operator.

(3) An application for the redefining of the boundaries of the casino premises shall be accompanied by the prescribed fee.

(4) The defining or redefining of the boundaries of casino premises takes effect when the Authority gives written notice of it to the casino operator concerned or any later date specified in the notice.

Duration of casino licence

52. A casino licence remains in force for the period for which it is granted, as specified in the licence, unless it is sooner cancelled or surrendered under this Act.

Transfer, mortgage, etc., of casino licence

53.—(1) No casino licence shall be transferable except with the prior approval in writing of the Authority.

(2) A casino operator shall not mortgage, charge or otherwise encumber the casino licence except with the prior approval in writing of the Authority.

Disciplinary action against casino operator

54.—(1) In this section—

“disciplinary action”, in relation to a casino operator, means one or more of the following:

(a) the cancellation or suspension of a casino licence;

(b) the issuing of a letter of censure;

(c) the variation of the terms of a casino licence;

(d) the imposition of a financial penalty not exceeding $1 million for each ground of disciplinary action;

“grounds for disciplinary action”, in relation to a casino operator, means any of the following grounds:

(a) that the casino licence was improperly obtained in that, at the time the casino licence was granted, there were grounds for refusing it;

(b) that the casino operator, a person in charge of the casino, an agent of the casino operator or a casino employee has contravened a provision of this Act or a condition of the casino licence;

(c) that the casino premises are, for specified reasons attributable to the casino operator, no longer suitable for the conduct of casino operations;

(d) the casino operator is, for specified reasons attributable to the casino operator, considered to be no longer a suitable person to hold the casino licence having regard to the matters in section 45(2);

(e) the casino operator has failed to comply with a direction under subsection (7) of section 63 within the time referred to in that subsection to terminate an association with an associate.

(2) The Authority may serve on a casino operator a notice in writing affording the casino operator an opportunity to show cause within 14 days why disciplinary action should not be taken on grounds for disciplinary action specified in the notice.

(3) The casino operator may, within the period allowed by the notice in subsection (2), arrange with the Authority for the making of submissions to the Authority as to why disciplinary action should not be taken and the Authority shall consider any submissions so made.

(4) The Authority may then take such disciplinary action against the casino operator as the Authority sees fit by giving written notice to the casino operator of the disciplinary action that the Authority intends to take.

(5) The cancellation, suspension or variation of a casino licence under this section takes effect when the notice under subsection (4) is given or on a later date specified in the notice.

(6) A letter of censure may censure the casino operator in respect of any matter connected with the operation of the casino and may include a direction to the casino operator to rectify within a specified time any matter giving rise to the letter of censure.

(7) If any direction given under subsection (6) is not complied within the specified time, the Authority may by giving written notice to the casino operator, cancel, suspend or vary the terms of the casino licence or impose a financial penalty not exceeding $1 million without affording the casino operator a further opportunity to be heard.

(8) If a casino operator operates a casino during the suspension of the casino licence, the Authority may, by written notice, impose a financial penalty not exceeding $1 million on the casino operator for every day or part thereof that the casino operations continue while the casino licence is suspended, without affording the casino operator a further opportunity to be heard.

(9) A member of the Authority who has participated in the consideration of disciplinary action against a casino operator is not prevented by that reason alone from considering whether further disciplinary action should be taken against that casino operator.

Surrender of casino licence

55.—(1) A casino operator may surrender the casino licence by giving notice in writing to the Authority.

(2) The surrender takes effect only if the Authority consents to the surrender.

Appointment of manager if casino licence cancelled, surrendered or suspended

56.—(1) If a casino licence is cancelled, surrendered or suspended, the Authority may, with the approval of the Minister, appoint a manager of the casino for the purposes of this section.

(2) In appointing a person to be a manager, the Authority shall have regard to the suitability of the person.

(3) A manager is appointed on such terms and conditions as the Authority thinks fit.

(4) The appointment of a manager of a casino may be terminated at any time by the Authority and is terminated by the grant of another casino licence in respect of the casino.

(5) If the appointment of the manager is terminated, the manager ceases to be deemed to be the holder of a casino licence.

(6) A manager—

(a) is deemed to be the holder of a casino licence on the same terms as those on which the casino operator held the licence before its cancellation, suspension or surrender, subject to such modifications as the Authority determines;

(b) assumes full control of and responsibility for the business of the casino operator in respect of the casino and may retain for use in the casino any property of the casino operator;

(c) shall conduct, or cause to be conducted, casino operations in accordance with this Act;

(d) has, in connection with the conduct of those operations, all the functions of the casino operator; and

(e) may employ such staff as may be required to operate the casino.

(7) Regulations made under this Act may make provision for or with respect to the appointment and functions of a manager appointed under this section.

(8) The following provisions have effect in respect of the net earnings of a casino while operations in the casino are being conducted by a manager under this section:

(a) subject to paragraph (b), no payment of net earnings is to be made to the former casino operator without the prior approval of the Authority;

(b) the former casino operator is entitled to a fair rate of return out of net earnings (if any) on any property of the former casino operator retained by the manager;

(c) the Authority may direct that all or any part of net earnings (other than that referred to in paragraph (b)) shall be paid to the Authority, with any balance to be paid to the former casino operator.