Singapore legislation
Clause 63
Clause 63
Interpretation of this Part
(1)
In this Part, unless the context otherwise requires —
Definition
“5% controller”, in relation to an airport licensee or a designated business trust, means a person who, alone or together with his associates —
holds 5% or more of the total equity interests in; or
is in a position to control 5% or more of the voting power in,the airport licensee or designated business trust;
Definition
“acquisition” includes an agreement to acquire, but does not include —
an acquisition by will or by devolution 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 same meaning as in section 2 of the Business Trusts Act (Cap. 31A);
Definition
“chief executive officer”, in relation to an airport licensee, means any person, by whatever name described, who —
is in the direct employment of, or acting for or by arrangement with, the airport licensee; and
is principally responsible for the management and conduct of any type of business of the airport licensee,and includes any person for the time being performing any or all of the functions or duties of a chief executive officer;
Definition
“company” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
Definition
“control” includes control as a result of, or by means of, trusts, agreements, arrangements, understanding and practices, whether or not having legal or equitable force and whether or not based on legal or equitable rights;
Definition
“corporation” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
Definition
“designated business trust” means a business trust that is established wholly or partly in respect of an airport (or any part thereof) and which has been declared by the Authority, by notification in the Gazette, to be a designated business trust for the purposes of this Part;
Definition
“director” has the same meaning as in section 4(1) of the Companies Act;
Definition
“equity interest” —
in relation to a body corporate, means holding a voting share in that body corporate, including having an interest in that share or otherwise having 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; and
in relation to a business trust, means a unit in that business trust (including a legal or an equitable interest in that unit),and includes such prescribed circumstances under which a person would be considered to hold a percentage of the total equity interest in an entity;
Definition
“increase”, in relation to a stake in a company, includes an increase from a starting point of nil;
Definition
“indirect controller”, in relation to an airport licensee or designated business trust, 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 airport licensee or designated business trust —
in accordance with whose directions, instructions or wishes the directors or other officers of the airport licensee or the trustee-manager of the business trust, as the case may be, are accustomed or under an obligation, whether formal or informal, to act; or
who is in a position to determine the policy of the airport licensee or the trustee-manager of the business trust,but does not include —
in the case of the airport licensee, any person who is a director or other officer of the licensee and whose appointment as such has been approved by the Authority under section 59; or
any person in accordance with whose directions, instructions or wishes the directors or other officers of the airport licensee or the trustee-manager of the business trust, as the case may be, are accustomed to act by reason only that they act on advice given by him in his professional capacity;
Definition
“officer”, in relation to a company, includes —
a director, a secretary or an employee of the company;
a receiver and manager of any part of the undertaking of the company appointed under a power contained in any instrument; or
a liquidator of the company appointed in a voluntary winding up;
Definition
“relative”, in relation to a person, means —
the person’s spouse;
a parent or remoter lineal ancestor of the person;
a son, daughter or remoter issue of the person;
a brother or sister of the person;
Definition
“share”, in relation to a company, means a share in the share capital of the company and includes —
stock into which any or all of the share capital of the company has been converted; and
an interest in such a share or in such stock;
Definition
“treasury share” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
Definition
“trustee-manager” has the same meaning as in section 2 of the Business Trusts Act (Cap. 31A);
Definition
“unit” has the same meaning as in section 2 of the Business Trusts Act;
Definition
“voting share” has the same meaning as in section 4(1) of the Companies Act (Cap. 50) but does not include a treasury share.
(2)
In this Part, a person is entitled to acquire anything if the person is absolutely or contingently entitled to acquire it, whether because of any constituent document of a company, the exercise of any right or option or for any other reason.
(3)
The Minister may, by order published in the Gazette, vary the definition of “5% controller” by specifying a higher percentage of the total equity interests in or of the voting power in an airport licensee, and any reference in this Act to a “5% controller” shall include a reference to a person who, alone or together with his associates holds that higher percentage so specified or more of the total equity interests in, or is in a position to control that higher percentage so specified or more of the voting power in, an airport licensee or a designated business trust.
(4)
In making any order under subsection (3), the Minister shall provide for such saving and transitional provisions as he thinks fit.
(5)
Every order made under subsection (3) shall be presented to Parliament as soon as possible after publication in the Gazette.