Singapore legislation
Clause 61
Clause 61
New Second and Third Schedules
The principal Act is amended by inserting, immediately after the First Schedule as renamed by section 60(a), the following Schedules:“SECOND SCHEDULESections 52F(1) and 113Registered business trusts to which Part 8A does not apply
1. Part 8A does not apply to any of the following registered business trusts:
a registered business trust all or any of the units of which are listed for quotation on the official list of an approved exchange in Singapore and to which Division 2 of Part 7 of the Securities and Futures Act 2001 applies;
a registered business trust, all the units of which are wholly‑owned by the Government;
a registered business trust all the units of which are wholly‑owned by a statutory body established by or under a public Act for a public purpose;
a registered business trust all the units of which are wholly‑owned by the trustee‑manager of a registered business trust mentioned in sub‑paragraph (a), (b) or (c), on behalf of the registered business trust mentioned in sub‑paragraph (a), (b) or (c), as the case may be;
a registered business trust all or any of the units of which are listed on a securities exchange in a country or jurisdiction outside Singapore and where the trustee‑manager of the registered business trust or the registered business trust is subject to —
regulatory disclosure requirements in relation to the registered business trust; and
requirements relating to adequate transparency in respect of the registered business trust’s controllers (as defined in section 52G),imposed through stock exchange rules, law or other enforceable means.THIRD SCHEDULESections 52G and 113Meanings of “significant control” and “significant interest”Definition of “significant control”
1. For the purposes of Part 8A, an individual or a legal entity has significant control over a registered business trust, if the individual or legal entity —
holds the right (directly or indirectly) to appoint or remove the directors of the trustee‑manager of the registered business trust, where such directors hold a majority of the voting rights at any meeting of the directors on all or substantially all matters;
holds (directly or indirectly) more than 25% of the rights to vote on any matter that is to be decided upon by a vote of the unitholders of the registered business trust; or
has the right to exercise, or actually exercises, significant influence or control over the trustee‑manager of the registered business trust.
2. For the purposes of Part 8A, an individual or a legal entity has significant control over a corporation, if the individual or legal entity —
holds the right (directly or indirectly) to appoint or remove the directors or equivalent persons of the corporation, where such directors or equivalent persons hold a majority of the voting rights at any meeting of the directors or equivalent persons on all or substantially all matters;
holds (directly or indirectly) more than 25% of the rights to vote on any matter that is to be decided upon by a vote of the members or equivalent persons of the corporation; or (c)has the right to exercise, or actually exercises, significant influence or control over the corporation.
3. For the purposes of Part 8A, an individual or a legal entity has significant control over a limited liability partnership if the individual or legal entity has significant control as defined in paragraph 1 of the Seventh Schedule to the Limited Liability Partnerships Act 2005.
4. For the purposes of Part 8A, an individual has significant control over a trustee of an express trust to which Part 7 of the Trustees Act 1967 applies, if the individual is an “effective controller” of the trustee, as defined in section 83(1) of the Trustees Act 1967.Definition of “significant interest”
5. For the purposes of Part 8A, an individual or a legal entity has significant interest in a registered business trust if the individual or legal entity (as the case may be) has an interest in more than 25% of the units in the registered business trust.6.—
For the purposes of Part 8A, an individual or a legal entity has significant interest in a corporation having a share capital —
if the individual or legal entity (as the case may be) has an interest in more than 25% of the shares in the corporation; or
if —
the individual or legal entity (as the case may be) has an interest in one or more voting shares in the corporation; and
the total votes attached to that share, or those shares, is more than 25% of the total voting power in the corporation.(2) In sub‑paragraph (1)(a), “share” —
in relation to a corporation other than a VCC, has the meaning given by section 4 of the Companies Act 1967; and
in relation to a VCC, has the meaning given by section 2 of the Variable Capital Companies Act 2018.(3) In sub‑paragraph (1)(b), “voting share” has the meaning given by section 4(1) of the Companies Act 1967, but does not include any treasury share or any share mentioned in section 21(4B) or (6C) of the Companies Act 1967.
7. For the purposes of Part 8A, an individual or a legal entity has a significant interest in a corporation that does not have a share capital if the individual or legal entity (as the case may be) holds, whether directly or indirectly, a right to share in more than 25% of the capital, or more than 25% of the profits, of the corporation.
8. For the purposes of Part 8A, an individual or a legal entity has a significant interest in a limited liability partnership if the individual or legal entity has significant interest as defined in paragraph 2 of the Seventh Schedule to the Limited Liability Partnerships Act 2005.Supplementary provisions9.—
Subject to sub‑paragraphs (2), (3) and (5), section 4(1) to (7), (9), (10) and (11) of the Securities and Futures Act 2001 applies in determining whether a person has an interest in a unit in a registered business trust or an interest in a share.(2) If 2 or more persons jointly have an interest in a unit in a registered business trust or in a share, or jointly hold a right, each of the persons is considered for the purposes of this Schedule as having an interest in that unit or that share, or as holding that right, as the case may be.(3) If units in a registered business trust or shares in respect of which a person has an interest and the units or shares in respect of which another person has an interest are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as having an interest in the combined units or shares of both of them.(4) If the rights held by a person and the rights held by another person are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as holding the combined rights of both of them.(5) A unit, share or right held by a person as nominee for another is to be considered for the purposes of this Schedule as held by the other (and not by the nominee).(6) In this paragraph —
a “joint arrangement” is an arrangement between the persons having an interest in units or shares or between holders of rights that they will exercise all or substantially all the rights conferred by their respective units or shares (or rights) jointly in a way that is pre-determined by the arrangement; and
“arrangement” includes —
any scheme, agreement or understanding, whether or not it is legally enforceable; and
any convention, custom or practice of any kind,but something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, the time it has been in existence or otherwise).”.