Clause 17

In this Part, unless the context otherwise requires —“5% controller”, in relation to an employer of an Auxiliary Police Force, 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 the employer; or

is in a position to control 5% or more, but less than 25%, of the voting power in the employer;“25% controller”, in relation to an employer of an Auxiliary Police Force, 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 the employer; or

is in a position to control 25% or more, but less than 50%, of the voting power in the employer;“50% controller”, in relation to an employer of an Auxiliary Police Force, means a person who, alone or together with the person’s associates —

holds 50% or more of the total equity interests in the employer; or

is in a position to control 50% or more of the voting power in the employer;“75% controller”, in relation to an employer of an Auxiliary Police Force, means a person who, alone or together with the person’s associates —

holds 75% or more of the total equity interests in the employer; or

is in a position to control 75% or more of the voting power in the employer;“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 security for any loan or other debt;“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;“chief executive officer”, in relation to a company or an organisation that is the employer of an Auxiliary Police Force, means the person principally responsible for the management and conduct of any type of business of the company or organisation in Singapore, and includes any person for the time being performing all or any of the functions or duties of a chief executive officer;“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;“director” has the meaning given by section 4(1) of the Companies Act;“employer”, in sections 88, 88A, 88B and 88C and Division 1C, does not include the Government or a statutory body which creates an Auxiliary Police Force;“equity interest” means —

in relation to a company — a voting share in that company; and

in relation to an organisation other than a company — any right or interest, whether legal or equitable, in that organisation (by whatever name called) which gives the holder of that right or interest voting power in that organisation;“indirect controller”, in relation to an employer of an Auxiliary Police Force, means any person, whether acting alone or together with any other person, and with or without holding any equity interests or controlling the voting power in the employer —

whose directions, instructions or wishes the directors or other officers of the employer are 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 employer,but does not include any of the following:

any person who is the chief executive officer, a director or the chairman of the employer whose appointment as such is approved or deemed approved under section 87;

any person whose directions, instructions or wishes the directors or other officers of the employer are accustomed to act in accordance with by reason only that they act on advice given by the person in that person’s professional capacity;“limited liability partnership” has the meaning given by section 2(1) of the Limited Liability Partnerships Act;“treasury share” has the meaning given by section 4(1) of the Companies Act;“unregistered company” has the meaning given by section 245(1) of the Insolvency, Restructuring and Dissolution Act 2018;“voting share” has the meaning given by section 4(1) of the Companies Act but does not include a treasury share.(2) A reference in this Part to the control of a percentage of the voting power in an employer of an Auxiliary Police Force 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 employer.(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.Meaning of holding an equity interest85B.—

A person holds an equity interest under this Part if the person —

has or is deemed to have an equity interest in accordance with subsections (2) to (6); or

otherwise has a legal or an equitable interest in that equity interest,except for any interest prescribed by regulations made under section 104 as an interest that is to be disregarded.(2) Subject to subsection (3), a person has an equity interest if the person has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, that equity interest.(3) It is immaterial that the authority of a person to dispose of, or to exercise control over the disposal of, the equity interest mentioned in subsection (2) is, or is capable of being made, subject to restraint or restriction.(4) It is immaterial, for the purposes of determining whether a person has an equity interest, that the interest cannot be related to a particular share, or an interest or a right that gives its holder voting power.(5) A person is also deemed to have an equity interest if that person —

has entered into a contract to purchase the equity interest;

has a right to have the equity interest transferred to (or to the order of) that person, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not;

has the right to acquire the equity interest under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or

is entitled (otherwise than by reason of having been appointed a proxy or representative to vote (as the case may be) at a general meeting of an employer of an Auxiliary Police Force) to exercise or control the exercise of a right attached to the equity interest, not being an equity interest in which that person has a legal or an equitable interest.(6) A person is not to be deemed as not having an equity interest by reason only that the person has the equity interest jointly with another person.(7) Regulations made under section 104 may provide that any equity interest has to be disregarded for the purposes of this section or any subsection of this section.”.