Singapore legislation
Section 86A
Section 86A
Interpretation of this Part
(1)
In this Part, unless the context otherwise requires —
Definition
“5% controller”, in relation to a designated public licensee, designated business trust or designated equity interest holder, means a person who, alone or together with the person’s associates —
holds 5% or more, but less than 25%, of the total equity interests in; or
is in a position to control 5% or more, but less than 25%, of the voting power in,the designated public licensee, designated business trust or designated equity interest holder, as the case may be;
Definition
“25% controller”, in relation to a designated public licensee, designated business trust or designated equity interest holder, means a person who, alone or together with the person’s associates —
holds 25% or more, but less than 50%, of the total equity interests in; or
is in a position to control 25% or more, but less than 50%, of the voting power in,the designated public licensee, designated business trust or designated equity interest holder, as the case may be;
Definition
“50% controller”, in relation to a designated public licensee, designated business trust or designated equity interest holder, means a person who, alone or together with the person’s associates —
holds 50% or more, but less than 75%, of the total equity interests in; or
is in a position to control 50% or more, but less than 75%, of the voting power in,the designated public licensee, designated business trust or designated equity interest holder, as the case may be;
Definition
“75% controller”, in relation to a designated public licensee, designated business trust or designated equity interest holder, means a person who, alone or together with the person’s associates —
holds 75% or more of the total equity interests in; or
is in a position to control 75% or more of the voting power in,the designated public licensee, designated business trust or designated equity interest holder, as the case may be;
Definition
“acquisition” includes an agreement to acquire, but does not include —
an acquisition by will or by operation of law; or
an acquisition by way of enforcement of a loan security;
Definition
“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;
Definition
“business trust” has the meaning given by section 2 of the Business Trusts Act 2004;
Definition
“control” includes control as a result of, or by means of, any trust, agreement, arrangement, understanding or practice, whether or not having legal or equitable force and whether or not based on legal or equitable rights;
Definition
“corporation” has the meaning given by section 4(1) of the Companies Act 1967;
Definition
“decrease”, in relation to the holding of equity interest, includes a decrease to a point of nil;
Definition
“Depository” has the meaning given by section 81SF of the Securities and Futures Act 2001;
Definition
“designated business trust” means a business trust that has been designated under section 86D to be a designated business trust;
Definition
“designated equity interest holder” means a person that has been designated under section 86D to be a designated equity interest holder;
Definition
“designated public licensee” means a public licensee that has been designated under section 86D to be a designated public licensee;
Definition
“director” has the meaning given by section 4(1) of the Companies Act 1967;
Definition
“entity” includes a corporation and a limited liability partnership;
Definition
“equity interest” means —
in relation to a body corporate — a voting share in that body corporate;
in relation to an entity other than a body corporate — any right or interest, whether legal or equitable, in that entity, by whatever name called, which gives the holder of that right or interest voting power in that entity; and
in relation to a business trust — a unit in that business trust;
Definition
“increase”, in relation to the holding of equity interest, includes an increase from a starting point of nil;
Definition
“indirect controller”, in relation to a designated public licensee, designated business trust or designated equity interest holder, means any person, whether acting alone or together with any other person, and whether with or without holding equity interests or controlling the voting power in the designated public licensee, designated business trust or designated equity interest holder, as the case may be —
whose directions, instructions or wishes the directors or other officers of the designated public licensee, the trustee‑manager of the designated business trust, or the designated equity interest holder (as the case may be) is accustomed or under an obligation, whether formal or informal, to act in accordance with; or
who is in a position to determine the policy of the designated public licensee, designated business trust or designated equity interest holder, as the case may be,but does not include —
any person who is a director or other officer of the designated public licensee, the trustee‑manager of the designated business trust, or the designated equity interest holder, as the case may be; or
any person whose directions, instructions or wishes the directors or other officers of the designated public licensee, the trustee‑manager of the designated business trust, or the designated equity interest holder (as the case may be) is accustomed to act in accordance with by reason only that the acting is on advice given by the person in that person’s professional capacity;
Definition
“limited liability partnership” has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;
Definition
“liquidator” includes the Official Receiver when acting as the liquidator of a corporation;
Definition
“officer”, in relation to a corporation, includes —
a director or secretary of, or a person employed in an executive capacity by, the corporation;
any receiver or manager, or any receiver and manager, of any part of the undertaking of the corporation, appointed under a power contained in any instrument or by the General Division of the High Court or by the creditors;
any liquidator of the corporation appointed in a voluntary winding up or by the General Division of the High Court or by the creditors; and
any judicial manager of the corporation appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018;
Definition
“Official Receiver” has the meaning given by section 2(1) of the Insolvency, Restructuring and Dissolution Act 2018;
Definition
“related corporation”, in relation to a corporation, means another corporation that is deemed under section 86C(2) to be related to that corporation;
Definition
“share”, in relation to a corporation, means a share in the share capital of the corporation and includes stock into which all or any of the share capital of the corporation has been converted;
Definition
“treasury share” has the meaning given by section 4(1) of the Companies Act 1967;
Definition
“trustee‑manager” has the meaning given by section 2 of the Business Trusts Act 2004;
Definition
“unit” has the meaning given by section 2 of the Business Trusts Act 2004;
Definition
“voting share” has the meaning given by section 4(1) of the Companies Act 1967 but does not include a treasury share.
(2)
A reference in this Part to the control of a percentage of the voting power in a designated public licensee, designated business trust or designated equity interest holder 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 designated public licensee, designated business trust or designated equity interest holder, as the case may be.
(3)
In ascertaining a person’s control of the percentage of the total number of votes that might be cast at a general meeting mentioned in subsection (2), the number of votes that the person is entitled to cast at the meeting by reason of having been appointed a proxy or representative to vote at the meeting is to be disregarded.