Singapore legislation
Clause 23
Clause 23
Amendment of section 37L
Section 37L of the principal Act is amended —
by deleting “(11B)” in subsection (7) and substituting the words “(11AB), (11B), (11C)”;
by deleting the word “also” in subsection (11A);
by inserting, immediately after the words “one basis period of the acquiring company” in subsection (11A), the words “, and are qualifying acquisitions referred to in subsection (11AA)”;
by inserting, immediately after subsection (11A), the following subsections:“(11AA) Subsection (11A) applies to the following qualifying acquisitions:
a qualifying acquisition made before 1 April 2016 except (if the qualifying acquisitions in that basis period include an acquisition mentioned in subsection (4A)(a) or (c) (called in this paragraph the anchor acquisition) that is made on or after 1 April 2016) a qualifying acquisition mentioned in subsection (4A)(b) or (d) (as the case may be) that has the same target company as that of the anchor acquisition;
if the qualifying acquisitions in that basis period include an acquisition mentioned in subsection (4A)(a) or (c) (called in this paragraph the anchor acquisition) that is made before 1 April 2016, a qualifying acquisition mentioned in subsection (4A)(b) or (d) (as the case may be) made on or after 1 April 2016 that has the same target company as the anchor acquisition.(11AB) The following provisions apply for the purpose of determining the amount of deductions under subsection (7) to be allowed to the acquiring company for all qualifying acquisitions of ordinary shares in one or more target companies whose dates of acquisition fall within one basis period of the acquiring company, and are qualifying acquisitions mentioned in subsection (11AC):
where the sum of the amounts of “A” mentioned in subsection (8A) in respect of all such qualifying acquisitions exceeds $40 million, the amount by which the sum exceeds $40 million is to be disregarded for the purposes of the deduction to be allowed under this section;
where the sum mentioned in paragraph (a) does not exceed $40 million but the sum of the following exceeds $40 million:
the sum mentioned in paragraph (a);
the sum of all contingent consideration in respect of all such qualifying acquisitions incurred in the basis period of the acquiring company for any year of assessment subsequent to the first year of assessment and in any earlier year of assessment other than the first year of assessment,the amount by which the sum of sub‑paragraphs (i) and (ii) exceeds $40 million is to be disregarded for the purposes of the deduction to be allowed under this section.(11AC) Subsection (11AB) applies to the following qualifying acquisitions:
a qualifying acquisition made on or after 1 April 2016 except (if the qualifying acquisitions in that basis period include an acquisition mentioned in subsection (4A)(a) or (c) (called in this paragraph the anchor acquisition) that is made before 1 April 2016) a qualifying acquisition mentioned in subsection (4A)(b) or (d) (as the case may be) that has the same target company as the anchor acquisition;
if the qualifying acquisitions in that basis period include an acquisition mentioned in subsection (4A)(a) or (c) (called in this paragraph the anchor acquisition) that is made on or after 1 April 2016, a qualifying acquisition mentioned in subsection (4A)(b) or (d) (as the case may be) made before 1 April 2016 that has the same target company as the anchor acquisition.”;
by inserting, immediately after the words “subsection (4A)(a), (c) or (e)” in subsection (11B), the words “that is made before 1 April 2016, but does not include any acquisition referred to in subsection (4A)(a) or (c) that is made on or after 1 April 2016”;
by inserting, immediately after subsection (11B), the following subsection:“(11C) Despite subsections (11), (11A) and (11AB), the following provisions apply in determining the amount of deductions under subsection (7) to be allowed to the acquiring company for all qualifying acquisitions of ordinary shares in target companies whose dates of acquisition fall within one basis period of the acquiring company, if the qualifying acquisitions in that basis period include at least one acquisition mentioned in subsection (4)(a) or (c) or subsection (4A)(a), (c) or (e) that is made before 1 April 2016, and at least one acquisition mentioned in subsection (4A)(a) and (c) that is made on or after 1 April 2016:
where the sum of the following (called in this subsection X) exceeds $5 million:
the sum of the amounts determined by the following formulae in respect of those acquisitions which are acquisitions mentioned in subsection (4):
“0.05 × A” in subsection (8);
“0.05 × B” in subsection (9);
“0.05 × D” in subsection (10);
the sum of the amounts determined by the following formulae in respect of those acquisitions which are acquisitions mentioned in subsection (11AA):
“0.25 × A” in subsection (8A);
“0.25 × B” in subsection (9A);
“0.25 × D” in subsection (10A),the excess is to be disregarded for the purposes of the deduction to be allowed under this section in respect of those acquisitions;
where the sum of the amounts (called in this subsection Y) determined by the following formulae in respect of those acquisitions which are acquisitions mentioned in subsection (11AC):
“0.25 × A” in subsection (8A);
“0.25 × B” in subsection (9A);
“0.25 × D” in subsection (10A);exceeds $10 million, the excess is to be disregarded for the purposes of the deduction to be allowed under this section in respect of those acquisitions;
despite paragraphs (a) and (b), where the sum of X and Y exceeds $10 million, the excess is to be disregarded for the purposes of the deduction to be allowed under this section for all of the acquisitions mentioned in those paragraphs.”; and
by deleting the words “and (11B)” in subsection (12) and substituting the words “, (11B) and (11C)”.