Singapore legislation
Section 60L
Section 60L
Modifications to sections 23, 23A, 23B, 23C and 23D
(1)
A reference in sections 23, 23A, 23B, 23C and 23D to an entity includes —
a VCC; and
a sub‑fund of an umbrella VCC.
(2)
For the purposes of subsection (1)(a), a reference in sections 23, 23A, 23B and 23C to equity interests in an entity that is a non‑umbrella VCC is to its shares.
(3)
For the purposes of subsection (1)(b) —
a reference in those sections to any asset or other property of an entity that is a sub‑fund of an umbrella VCC is to such asset or property held by the umbrella VCC for the purpose of or that is attributable to the sub‑fund;
a reference in those sections to an entity beneficially owning equity interests in another entity is, if the first entity is a sub‑fund of an umbrella VCC, to the umbrella VCC holding equity interests in the other entity for the purpose of the sub‑fund;
a reference in those sections to equity interests in an entity that is a sub‑fund of an umbrella VCC is to shares of the umbrella VCC in respect of that sub‑fund;
a reference in those sections to an accounting period of an entity that is a sub‑fund of an umbrella VCC is to the accounting period of the umbrella VCC;
the following are arrangements to which section 23C(1) applies in a case where the entity is a sub‑fund of an umbrella VCC, and section 23C(1), (2), (4) and (5) applies accordingly:
an acquisition by the umbrella VCC of equity interests of the sub‑fund;
an issue by the umbrella VCC of such equity interests;
a cancellation or redemption of such equity interests;
the conversion of —
such equity interests into instruments that are not equity interests;
instruments that are not equity interests into such equity interests; or
such equity interests from one class to another class;
an amalgamation of the sub‑fund with another sub‑fund, whether or not of the same umbrella VCC;
any other arrangement that, in the Commissioner’s opinion, has as its purpose or one of its purposes the effect mentioned in section 23C(1)(a) in relation to the sub‑fund.
(4)
The following paragraphs apply when applying sections 23, 23A and 23B in relation to an instrument to which an umbrella VCC is a party in relation to a sub‑fund:
the umbrella VCC beneficially owns equity interests in an entity if it holds equity interests in that entity for the purpose of the sub‑fund, and section 23(22)(a) is to be read accordingly;
the umbrella VCC ceases to own any equity interest in an entity if it ceases to hold equity interests in that entity for the purpose of the sub‑fund;
the umbrella VCC is a significant owner of an entity if it holds, for the purpose of the sub‑fund, a percentage of the equity interests in the entity that satisfies section 23(11)(a) or (b);
where the umbrella VCC is the grantor, transferor, assignor or vendor (as the case may be) under the instrument, the reference in section 23(8) to equity interests acquired by such party is to equity interests acquired by the VCC for the purpose of the sub‑fund;
section 23(12) applies for the purposes of paragraph (a) as if a reference to an associate of the person mentioned in section 23(12) is to a person that is an associate of the umbrella VCC in relation to the sub‑fund in accordance with the section 23 Order;
section 23A(3) applies as if a reference to an associate of the grantor or grantee mentioned in that provision is to a person that is an associate of the umbrella VCC in relation to the sub‑fund in accordance with the section 23 Order.
(5)
The determination under section 23(20)(d) of whether an umbrella VCC is an associate of a party to an instrument is to be made in relation to each sub‑fund, as if the umbrella VCC has only that one sub‑fund.
(6)
The following paragraphs apply for the purpose of determining the beneficial ownership of equity interests in an entity of an associate of another person, where the associate is an umbrella VCC in relation to any of its sub‑funds:
the umbrella VCC beneficially owns equity interests in that entity if it holds equity interests in that entity for the purpose of that sub‑fund;
the umbrella VCC ceases to own any equity interest in the entity if it ceases to hold equity interests in that entity for the purpose of that sub‑fund.
(7)
In determining, for the purpose of section 23C, whether an arrangement is to be treated as a conveyance of equity interests in an entity to or by an umbrella VCC for the purpose of a sub‑fund, only equity interests in the entity that are held by the umbrella VCC for the purpose of or that are attributable to the sub‑fund are treated as beneficially owned by the umbrella VCC.