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Direct Interest & Deemed Interests

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Hi all,

Today I ll be writing about disclosure of Interests/ Change in Interest of Substantial Shareholder(s) or Director/Chief Executive Officer.

You will see this very often when you scroll through the Company Announcement under the Company Information Tab. When I just started investing, I remembered scrolling down to check the earnings report and end up seeing many of these.

Well the purpose of this is that Under the Securities and Futures Act as well as Companies Act, Part VII, MAS requires CEO/Directors of the company, substantial shareholders, trustee manager of listed REIT or BT to actually disclose when there’s a change in their shareholdings.

Source: http://www.mas.gov.sg/~/media/Part_VII_FAQ_revised_23_Nov_2012

In the form,

There’s a column for direct interest and deemed interest.

 

Definition of deemed interest under Companies Act   
I’ll label them into 4 points.

1. Control of board / controlling interest –
where a body corporate has, or is deemed to have, an interest in a
share and the body corporate is, or its directors are, accustomed or
under an obligation whether formal or informal to act in accordance with
the directions, instructions or wishes of a person; or a person has a
controlling interest in the body corporate, that per son shall be deemed
to have an interest in that share;

2. Control / exercise of ≥ 20%
or more through itself, its associates or together with associates –
where a body corporate has, or is deemed to have, an interest in a share
and a person is, the associates of a person are, or a person and his
associates are, entitled to exercise or control the exercise of not less
than 20% of the votes attached to the voting shares in the body
corporate, then that person shall be deemed to have an interest in that
share;

3. Interest arising from right to acquire shares/units , shares/units purchase agreement, options to acquire shares/units etc.

4. Where one is entitled (other than by being a proxy or representative to vote at a meeting) to exercise or control the exercise of a right attached to the share/units

Difference between direct and deemed interest

Let’s illustrate this difference with an example.

Direct Interest
In 800Super’s example, Lee Koh Yong owns 2.8% of the shares in his own name, that’s direct interest.

Deemed Interest
Deemed interest is one which
are not held in the name of the director but the law regards as being
attributable to him. According to Companies Act, Mr. Lee Koh Yong,
Executive Chairman of 800Super has control of board (pt 1) and as he
owns 28% (≥20%) of the company which in turn own shares of 800Super (pt
2) so he has deemed interest in 800Super shares in which Yong Seong
Investments has an interest.

A director/CEO can also deemed to have interest in the shares if his spouse or child (below 21 years of age) owns the shares.

For
point 3 and 4, you will see it in companies which commonly issue
options/warrants to management which gives them the right to exercise the options
at a certain price. Once CEO/Directors are awarded options/warrants, they have to declare as they have deemed interest in the shares of the company.

Effective ownership interest vs deemed interest

There’s actually a difference in the two terms used above. In the case of 800Super, Mr. Lee’s effective ownership interest is actually 2.8% + 28%* 66%= 21.28%. Deemed interest=66%. Technically speaking, Mr. Lee should have 21.28% of voting rights, because he only owns 28% (not 100%) of Yong Seong Investments Pte. Ltd.

Let’s work on 2 more examples:

 Global Logistic Properties

In the case of GLP, PNC Financial Services Group, being a substantial
shareholder of GLP ( ≥5% effective ownership in of GLP) needs to notify company of its
shareholding movement.

Since it owns ≥20% of Blackrock Inc which in turn own shares of GLP, PNC Financial Services Group has deemed interest in shares of GLP.



Hotel Properties

There was a change in the Managing Director Ong Beng Seng’s deemed interest as his wife added more shares in her own name and through her holding company.

This transaction also shows that MD deemed to have interest  in his spouse in shares own by her spouse in her own name or shares which she has deemed interest in.

So here’s how it’s derived:

Before Transaction

After Transaction

If you have any questions, feel free to ask me. I am also learning at the same time 🙂

Last Friday, I received a call from OCBC securities that I was not allotted any private placement shares for Fraser Logistics & Industrial Trust IPO. (I’ve updated in FB last week). So from the email from OCBC it states that the public offer starts on 10 to 16th June. Most likely I ll be applying some. Keeping my fingers crossed.

Source:
http://www.imas.org.sg/uploads/media/2012/10/29/348_111130_Susbstantial_Shareholdings_Disclosure_Obligations.pdf
http://infopub.sgx.com/FileOpen/_BlackRock_Form_3_091015_final.ashx?App=Announcement&FileID=373318
http://infopub.sgx.com/FileOpen/_FORM1_OBS_FINAL.ashx?App=Announcement&FileID=286882

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  1. A very insightful article! Thank you for posting taking the time to elucidate this with examples! Mind has been boggled by all these lines of ownership crossing about. Allow me to summarise to see if i got it!

    Director Tan owns 10% of COY A

    123 Pte Ltd owns 30% of COY A

    Director Tan owns 20% of 123 Pte Ltd

    Therefore Director Tan, by virtue of the ownership of ≥20% of 123 Pte Ltd, has a deemed interest in all the shares of COY A owned by 123 Pte Ltd, which in this case is 30%

    However his effective ownership would be 10% + (0.2 * 30%) = 16%

    Curious, what are the significance of effective ownership and deemed interest? Is it simply a matter of voting rights?

  2. Hi,

    Sorry for the late reply.

    Yes you are right.

    Both terms have different meanings for different purposes.
    Effective ownership is to find out how much shares one actually owns (taking into account all the subsidiaries you own which holds the shares), which could be used for voting purposes.

    Other than voting rights, deemed interest can be used to prevent conflict of interest.

    Let's say Mr. Tan own 30% of company A proposes to acquire Company B.
    If his wife owns Company B; Mr. Tan is deemed to have interest in it.
    Hence, as shareholder, you might wanna exercise caution and know that a potentially conflict of interest could arise.

    Hope this helps!

  3. A very insightful article! Thank you for taking the time to elucidate this with examples! Mind has been boggled by all these lines of ownership crossing about. Allow me to summarise to see if i got it!

    Director Tan owns 10% of COY A

    123 Pte Ltd owns 30% of COY A

    Director Tan owns 20% of 123 Pte Ltd

    Therefore Director Tan, by virtue of the ownership of ≥20% of 123 Pte Ltd, has a deemed interest in all the shares of COY A owned by 123 Pte Ltd, which in this case is 30%

    However his effective ownership would be 10% + (0.2 * 30%) = 16%

    Curious, what are the significance of effective ownership and deemed interest? Is it simply a matter of voting rights?

  4. Hi Eye of the Storm, an informative article and descriptive examples. Just one question though, in your HPL example, what is the listing basis for Deemed Interest entities?

    I realize there are some unlisted entities such as Kuo Investments Ltd & Coldharbour Ltd.

  5. Hi,

    The purpose is to enable shareholders to have full knowledge of the voting control of the corporation.
    It also crucial for proper functioning of a fair, transparent & efficient market.

    Imagine a scenario where Mr. A manages Company X. He doesn't have direct interest, yet he has personal unlisted entity, Company Y which holds Company x shares. Hence he is deemed to have interest in Company X. (controlling interest & owns company Y which owns Company X shares).

    If deemed interest transactions are not listed, Mr. A can secretly sell his shares through Company Y without anyone's knowing.

  6. Hi! Thanks for the article. I have a question. Holding company A holds 70% interests in subsi B (share capital 100). Director C does not hold shares in both companies. In this case, is director C deemed to have an interest of 70 in holding A?

  7. Hi imanda amalia, sorry I took so long as I have not been active in blogging recently. It's not an issue of why. He director can always hold direct interest under his name via custodian or CDP (in sg context).

    However, if he owns a business (or a share of a business) and the business invests in his company he manages, it will be an indirect interest. Whether the business invests in his company, is sometimes not really up to him, it's up to the majority.

  8. hi, if a director owns additional shares of his own company but has not notified the company, and as such is not the register owner of those shares, is his interest direct or deemed? Thanks!

  9. Hi Hihi!

    Sorry for the late reply.

    Yes it's possible, because the Serge Pun may own shares under DBS VICKERS SECURITIES (S) PTE LTD , DBS Nominees. Though he is deemed interest in Pun Holdings Pte Ltd, Pun Holdings Pte Ltd may store it's shares under DBS Vickers or other custodian banks listed in 243. Hope this clarifies.

  10. Hi,

    Thanks for the informative post. It is mentioned above that "Control of board / controlling interest – where a body corporate has, or is deemed to have, an interest in a share and … a person has a controlling interest in the body corporate, that per son shall be deemed to have an interest in that share".

    Would "controlling interest" in this case be 15%?

  11. Hi,
    Director A has direct interest, 10% in Company A and 10% in Company B
    Company B has direct interest, 50% in Company A

    Company A has direct interest, 20% in Company C.

    I would like to know
    – Is Company B considered as associate to Director A when calculating the deemed interest ?
    – Director A has deemed interest for the share held by Company A in Company C (i.e. 20%)?

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