Clause 19

In this Part —“5% controller” has the meaning given by section 56B;“25% controller”, in relation to a designated entity, means a person who, alone or together with that person’s associates —

holds 25% or more, but less than 50%, of the total equity interests in that designated entity; or

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

holds 50% or more, but less than 75%, of the total equity interests in that designated entity; or

is in a position to control 50% or more, but less than 75%, of the voting power in that designated entity;“75% controller”, in relation to a designated entity, means a person who, alone or together with that person’s associates —

holds 75% or more of the total equity interests in that designated entity; or

is in a position to control 75% or more of the voting power in that designated entity;“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;“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;“business trust” has the meaning given by section 2 of the Business Trusts Act 2004;“chief executive officer”, in relation to a designated entity or the trustee‑manager of a designated entity, means an individual (by whatever name called) who —

is in the direct employment of, or acting for or by arrangement with, the designated entity or trustee‑manager, as the case may be; and

is principally responsible for the management and conduct of the designated entity or trustee‑manager, as the case may be,and includes any individual for the time being performing all or any of the functions of a chief executive officer;“Class 1 designated operating entity” means a designated operating entity that is also an airport licensee or a designated business trust;“Class 2 designated operating entity” means a designated operating entity that is neither an airport licensee nor a designated business trust;“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;“decrease”, in relation to the holding of equity interests, includes a decrease to a point of nil;“designated business trust” means a business trust that is established wholly or partly in respect of an airport (or any part of an airport) 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;“designated entity” means a designated equity interest holder or a designated operating entity;“designated equity interest holder” means an entity that has been designated as a designated equity interest holder under section 64;“designated operating entity” means an entity that has been designated as a designated operating entity under section 64;“director” has the meaning given by section 4(1) of the Companies Act 1967;“effective designation date”, in relation to a designated entity, means the date specified under section 64(3) as the date on which the designation of that entity as a designated operating entity or designated equity interest holder (as the case may be) takes effect;“entity” means any sole proprietorship, partnership, corporation or other body of persons, whether corporate or unincorporate, and includes a business trust;“equity interest” —

in relation to a corporation — means a voting share in that corporation;

in relation to an entity other than a corporation — means 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 — means a unit in that business trust;“essential transport service” means any service or facility specified or described in the Third Schedule which is necessary for the continuity of, or to support, the provision of air transport;“increase”, in relation to the holding of equity interests, includes an increase from a starting point of nil;“indirect controller”, in relation to a designated entity, 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 entity —

whose directions, instructions or wishes —

the directors or other officers of the designated entity; or

the trustee-manager (in the case of a designated entity that is a business trust),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 entity,but does not include —

any person who is —

a director or other officer of the designated entity; or

the trustee‑manager (in the case of a designated entity that is a business trust); or

any person whose directions, instructions or wishes —

the directors or other officers of the designated entity; or

the trustee-manager (in the case of a designated entity that is a business trust),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;“liquidator” includes the Official Receiver when acting as the liquidator of a corporation;“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 creditors;

any liquidator of the corporation appointed in a voluntary winding up or by the General Division of the High Court or by creditors; and

any judicial manager of the corporation appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018;“Official Receiver” has the meaning given by section 2(1) of the Insolvency, Restructuring and Dissolution Act 2018;“related corporation”, in relation to a corporation, means another corporation that is deemed under section 56D(2) to be related to that corporation;“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;“treasury share” has the meaning given by section 4(1) of the Companies Act 1967;“trustee‑manager” has the meaning given by section 2 of the Business Trusts Act 2004;“unit” has the meaning given by section 2 of the Business Trusts Act 2004;“unitholder” means a person who holds units in a business trust;“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 entity is 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 entity; or

in the case of a designated entity that is a business trust — a general meeting of the unitholders of the business trust.(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.(4) In this Part —

a reference to a chairperson of a board of directors includes an individual (by whatever name called) acting in that capacity;

a reference to the business or operations of an entity that is a business trust is to the business or operations (as the case may be) carried on by the trustee‑manager of the business trust on behalf of the business trust; and

a reference to a condition imposed by the Authority includes a condition added or varied by the Authority.Meaning of “5% controller”56B.—

Subject to subsection (2), in this Part, a reference to a “5% controller” of an entity is to a person who, alone or together with that person’s associates —

holds 5% or more, but less than 25%, of the total equity interests in that designated entity; or

is in a position to control 5% or more, but less than 25%, of the voting power in that designated entity.(2) Where an entity is an airport licensee or a designated business trust (and not also a designated entity), a reference to a “5% controller” of that entity is to a person who, alone or together with that person’s associates —

holds 5% or more of the total equity interests in that entity; or

is in a position to control 5% or more of the voting power in that entity.(3) Despite subsection (2) —

the Minister may, by order in the Gazette, vary the definition of “5% controller” under subsection (2) by specifying a higher percentage of the total equity interests in or of the voting power in an airport licensee or a designated business trust; and

any reference in this Part to a “5% controller” in relation to an entity that is an airport licensee or a designated business trust (and not also a designated entity) is to a person who, alone or together with the person’s associates —

holds that specified higher percentage or more of the total equity interests in; or

is in a position to control that specified higher percentage or more of the voting power in,the airport licensee or designated business trust.(4) In making any order under subsection (3), the Minister may provide for such saving and transitional provisions as he or she thinks fit.(5) Every order made under subsection (3) must be presented to Parliament as soon as possible after publication in the Gazette.What holding an equity interest means56C.—

In this Part, a person holds an equity interest if the person —

has or is deemed to have an equity interest in accordance with subsections (2) to (8); or

otherwise has a legal or equitable interest in that equity interest,except for —

any interest to be disregarded under section 7(9) of the Companies Act 1967;

any interest in a share held by a person whose ordinary business includes the lending of money if the person holds the interest as a loan security;

any interest in a share held by a person, being an interest held by the person because the person holds a prescribed office;

any interest of a prescribed kind in a share, being an interest held by such persons as are prescribed;

any interest in a share held by the Government or the Minister for Finance in his or her corporate capacity;

any equity interest of a prescribed kind in a company, being an equity interest held by a prescribed person; or

any interest prescribed under section 102 as an interest that is to be disregarded.(2) For the purposes of this Part, if —

a person holds an interest in a share as a loan security;

the ordinary business of the person includes the lending of money;

the loan security is enforced;

as a result of the enforcement of the loan security, the person becomes the holder of the share; and

the person holds the share for a continuous period (called the holding period) beginning at the time when the security was enforced,the person’s interest in the share is to be disregarded at all times during so much of the holding period as occurs during whichever of the following periods is applicable:

the period of 90 days beginning when the security was enforced;

if the Authority, by written notice given to the person, allows a longer period, the end of that longer period.(3) Subject to subsection (4), 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.(4) 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 (3) is, or is capable of being made, subject to restraint or restriction.(5) 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, an interest or a right that gives its holder voting power, or a unit of a business trust, as the case may be.(6) A person is deemed to have an equity interest if —

any property held in trust consists of or includes the equity interest; and

the person knows, or has reasonable grounds for believing, that the person has an interest under that trust.(7) 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, otherwise than by reason of having an interest under a trust, 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 at —

a general meeting of the designated entity; or

in the case of a designated entity that is a business trust — a general meeting of the unitholders of the business trust,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 equitable interest.(8) For the purposes of subsection (7)(c), 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 an entity, the exercise of any right or option or for any other reason.(9) 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.(10) An equity interest is not to be disregarded by reason only of —

its remoteness;

the manner in which it arose; or

the fact that the exercise of a right conferred by the equity interest is, or is capable of being made, subject to restraint or restriction.Meanings of “associate”, “related corporation”, “subsidiary” and “holding company”56D.—

In this Part, a person (A) is an associate of another person (B) if —

A is the spouse, or a parent, step‑parent or remoter lineal ancestor, or a son, stepson, daughter, stepdaughter or remoter issue, or a brother or sister, of B;

A is a partner of B in a partnership or limited liability partnership;

A is a corporation of which B is an officer;

B is a corporation of which A is an officer;

A and B are officers of the same corporation;

A is an employee of B;

B is an employee of A;

A and B are employees of the same employer;

A is the trustee of a discretionary trust where B (or another person who is an associate of B by virtue of any paragraph, except this paragraph and paragraphs (j) and (r)) benefits, or is capable (whether by exercise of a power of appointment or otherwise) of benefitting, under the trust, either directly or through interposed entities or trusts;

B is the trustee of a discretionary trust where A (or another person who is an associate of A by virtue of any paragraph, except this paragraph and paragraphs (i) and (r)) benefits, or is capable (whether by exercise of a power of appointment or otherwise) of benefitting, under the trust, either directly or through interposed entities or trusts;

A is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B or, where B is a corporation, of the directors of B;

B is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A or, where A is a corporation, of the directors of A;

A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B or, where B is a corporation, of the directors of B;

B is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A or, where A is a corporation, of the directors of A;

A is a related corporation of B;

A is a corporation in which B, alone or together with other associates of B as described in paragraphs (b) to (o), is in a position to control at least 20% of the voting power in A;

B is a corporation in which A, alone or together with other associates of A as described in paragraphs (b) to (o), is in a position to control at least 20% of the voting power in B;

A is a person with whom B enters, or proposes to enter, into an agreement or arrangement (whether oral or in writing and whether express or implied) that relates to any of the following matters:

A and B being in a position, by acting together, to control any of the voting power in a designated entity;

A and B acting together with respect to the acquisition, holding or disposal of equity interests or other interests in a designated entity;

the power of A and B, by acting together, to appoint or remove —

a director of a designated entity; or

in the case of a designated entity that is a business trust — a director of the trustee‑manager of the business trust;

the situation where one or more of the directors of —

a designated entity; or

in the case of a designated entity that is a business trust — the trustee‑manager of the business trust,are accustomed or under an obligation (whether formal or informal) to act in accordance with the directions, instructions or wishes of A and B acting together;

A controls more than half of the voting power of a holding company of B;

B controls more than half of the voting power of a holding company of A; or

A is related to B in such other manner as may be prescribed by regulations made under section 102.(2) A corporation (A) and another corporation (B) are deemed to be related to each other for the purposes of this section where A is —

the holding company of B;

a subsidiary of B; or

a subsidiary of the holding company of B.(3) For the purposes of subsection (2), a corporation (A) is, subject to subsection (5), deemed to be a subsidiary of another corporation (B) if —

B controls the composition of the board of directors of A;

B controls more than half of the voting power of A; or

A is a subsidiary of any corporation which is B’s subsidiary.(4) For the purposes of subsection (3), the composition of A’s board of directors is deemed to be controlled by B if B, by the exercise of a power exercisable by it without the consent or concurrence of any other person, can appoint or remove all or a majority of the directors, and for the purposes of this provision, B is deemed to have power to make such an appointment if —

a person cannot be appointed as a director without the exercise in the person’s favour by B of such a power; or

a person’s appointment as a director follows necessarily from that person being a director or other officer of B.(5) In determining whether one corporation (A) is the subsidiary of another corporation (B) —

any shares held or power exercisable by B in a fiduciary capacity is treated as not held or exercisable by B;

subject to paragraphs (c) and (d), any shares held or power exercisable —

by any person as a nominee for B (except if B is concerned only in a fiduciary capacity); or

by, or by a nominee for, a subsidiary of B, not being a subsidiary which is concerned only in a fiduciary capacity,is to be treated as being held or exercisable by B;

any shares held or power exercisable by any person by virtue of the provisions of any debentures of A, or of a trust deed for securing any issue of such debentures, is to be disregarded; and

any shares held or power exercisable by, or by a nominee for, B or its subsidiary (not being held or exercisable as mentioned in paragraph (c)) is to be treated as not held or exercisable by B if the ordinary business of B or its subsidiary (as the case may be) includes the lending of money and the shares are so held or power is so exercisable by way of security only for the purposes of a transaction entered into in the ordinary course of that business.(6) A reference in this section to the holding company of a corporation is to a corporation of which the last mentioned corporation is a subsidiary.(7) For the purposes of this section, the Depository is not to be regarded as a holding company of a corporation by reason only of the shares it holds in that corporation as a bare trustee.(8) Regulations made under section 102 may provide that any person or class of persons are not associates of another person for the purposes of any provision of this Part.(9) In this section —“Depository” has the meaning given by section 81SF of the Securities and Futures Act 2001;“officer”, in relation to a corporation, means a director or secretary of, or any person employed in an executive capacity by, the corporation.”.