Clause 24

In this Part —“business trust”, “trustee‑manager”, “unit” and “unitholder” have the meanings given by section 2 of the Business Trusts Act 2004;“Class 1 designated operating entity” and “Class 2 designated operating entity” have the meanings given by section 56A(1);“corporation” has the meaning given by section 4(1) of the Companies Act 1967;“designated business trust” has the meaning given by section 56A(1);“effective designation date”, in relation to a Class 2 designated operating entity, means the date specified under section 64(3) as the date on which the designation of that entity as a designated operating entity takes effect;“limited liability partnership” has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;“relevant entity” means —

an airport licensee or a designated business trust; or

a Class 2 designated operating entity;“unregistered company” has the meaning given by section 245(1) of the Insolvency, Restructuring and Dissolution Act 2018.(2) In this Part —

to avoid doubt, a reference to an airport licensee or a designated business trust includes one that is also a Class 1 designated operating entity;

a reference to the affairs, business, undertaking, operations or activities of a designated business trust or a Class 2 designated operating entity that is a business trust is to the affairs, business, undertaking, operations or activities (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 the obligations of a designated business trust or a Class 2 designated operating entity that is a business trust is to the obligations undertaken by the trustee‑manager of the business trust on behalf of the business trust.Meaning and purposes of special administration order73.—

A special administration order is an order of the Minister made in relation to a relevant entity in accordance with section 74, directing that during the period the order is in force, the affairs, business and property of that entity are to be managed by a person appointed by the Minister which may be the Authority (called in this Part an appointed person) —

for securing one or more of the purposes specified in subsection (2); and

in a manner that protects the interests of the shareholders, unitholders or beneficiaries (as the case may be), and the customers and creditors, of the entity.(2) For the purposes of subsection (1)(a), the purposes are —

in the case of a relevant entity that is an airport licensee — the security and reliability of the provision of airport services and facilities relating to any airport for which it is licensed;

in the case of a relevant entity that is a designated business trust — the security and reliability of the business, undertaking or activities of the designated business trust in relation to any airport (or part thereof) for which the business trust is established;

in the case of a relevant entity that is a Class 2 designated operating entity — the security and reliability of the business, undertaking or activities of the relevant entity in Singapore relating to the provision of any essential transport service;

the survival of the relevant entity or the whole or any part of the business or undertaking of the relevant entity, as a going concern;

the transfer to another person, or (as respects different parts of its business or undertaking) to 2 or more different persons, as a going concern, of so much of the business or undertaking of the relevant entity as is necessary to ensure that the following may be properly carried out:

in the case of a relevant entity that is an airport licensee — the obligations of the entity in relation to its business, undertaking or activities providing airport services and facilities relating to any airport for which it is licensed;

in the case of a relevant entity that is a designated business trust — the obligations of the entity relating to any airport (or part thereof) for which the business trust is established;

in the case of a relevant entity that is a Class 2 designated operating entity — the obligations of the entity in relation to its business, undertaking or activities of providing any essential transport service; and

the carrying out of the obligations of the relevant entity mentioned in paragraph (e)(i), (ii) or (iii) (whichever is applicable) pending the transfer, as a going concern, of the entity’s business, undertaking or activities mentioned in paragraph (e)(i), (ii) or (iii) (as the case may be) to any other person or persons.Power to make special administration order and other orders74.—

If, on an application made to the Minister by the Authority, the Minister is satisfied that any one or more of the grounds specified in subsection (2) are satisfied in relation to a relevant entity, the Minister may make any one or more of the following orders:

a special administration order in relation to the relevant entity;

an order requiring —

the relevant entity; or

in the case of a relevant entity that is a business trust — the trustee‑manager of the business trust,to immediately take any action or to do or not do any act or thing that the Minister considers necessary in relation to —

in the case of a relevant entity that is an airport licensee — the business, undertaking or activities of the entity of providing airport services and facilities relating to any airport for which it is licensed;

in the case of a relevant entity that is a designated business trust — the business, undertaking or activities of the entity relating to any airport (or part thereof) for which the business trust is established; or

in the case of a relevant entity that is a Class 2 designated operating entity — the business, undertaking or activities of the entity of providing any essential transport service;

an order appointing a person (called in this Part an advisor) to advise —

the relevant entity; or

in the case of a relevant entity that is a business trust — the trustee‑manager of the business trust,in the proper conduct of the business, undertaking or activities of the relevant entity mentioned in paragraph (b)(iii), (iv) or (v), whichever is applicable.(2) For the purposes of subsection (1), the grounds specified are the following:

in the case of a relevant entity that is an airport licensee — there has been, is or is likely to be a contravention by the airport licensee of the conditions of its airport licence or this Act that is serious enough to make it inappropriate for the airport licensee to continue to hold the airport licence for that airport;

the Minister considers it to be in the interest of the security and reliability of the carrying on of the business, undertaking or activities of the relevant entity relating to —

in the case of a relevant entity that is an airport licensee — the provision of airport services and facilities relating to any airport for which it is licensed;

in the case of a relevant entity that is a designated business trust — any airport (or part thereof) for which the business trust is established; or

in the case of a relevant entity that is a Class 2 designated operating entity — the provision of any essential transport service by the entity;

the relevant entity is or is likely to be unable to pay its debts;

the Minister considers it to be in the public interest.(3) No special administration order may be made under this Part in relation to a relevant entity that is a Class 2 designated operating entity before its effective designation date.(4) Notice of any order under subsection (1) must be given immediately by the Minister to such persons and in such manner as may be determined by the Minister.(5) The Minister may make a special administration order in relation to a relevant entity despite the commencement of (as applicable) —

any proceedings relating to the making of an order under section 210 of the Companies Act 1967 or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to the relevant entity, being a corporation;

any proceedings relating to the making of a judicial management order under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to the relevant entity, being a corporation;

any meeting convened under section 94(7) of the Insolvency, Restructuring and Dissolution Act 2018 in respect of the relevant entity, being a corporation;

any proceedings under the Insolvency, Restructuring and Dissolution Act 2018 relating to the winding up of the affairs of the relevant entity, being a company or an unregistered company;

any proceedings under the Limited Liability Partnerships Act 2005 relating to the winding up of the affairs of the relevant entity, being a limited liability partnership; or

any proceedings before any court for the dissolution, winding up or termination (as the case may be) of the relevant entity, being an entity not mentioned in paragraph (d) or (e).(6) For the purposes of this section, a relevant entity is unable to pay its debts if —

a creditor (by assignment or otherwise) to whom the entity is indebted in a sum exceeding the sum mentioned in section 125(2)(a) of the Insolvency, Restructuring and Dissolution Act 2018 then due has served on the entity, by leaving at the registered office of the entity, a written demand by the creditor or the creditor’s lawfully authorised agent requiring the entity to pay the sum so due, and the entity has for 3 weeks after the service of the demand neglected to pay the sum, or to secure or compound for it to the reasonable satisfaction of the creditor;

an enforcement order or other process issued to enforce a judgment, decree or order of any court in favour of a creditor of the entity is returned unsatisfied in whole or in part; or

it is proved to the satisfaction of the General Division of the High Court that the entity is unable to pay its debts.Ancillary directions, etc., when special administration order, etc., is made75.—

A special administration order under this Part may specify that —

the appointed person has such functions and powers in relation to the operations of the relevant entity as are specified in the order;

the relevant entity or, if the relevant entity is a business trust, its trustee-manager, is to stop providing a specified service or facility from a specified date; and

the appointed person must have access to, and take control of, the property (including intellectual property), licences and employees used or required by the relevant entity or, if the relevant entity is a business trust, its trustee‑manager, for the purposes of carrying on the operations of the relevant entity as are specified in the order.(2) A special administration order under this Part may also contain ancillary directions that may —

direct how the costs of the operations specified in the order and revenue generated from those operations, are to be dealt with;

fix the remuneration and expenses to be paid by the relevant entity or trustee-manager to the appointed person;

specify the period for which the order under this section applies; and

specify any other conditions that may apply.(3) An order under section 74(1)(c) may also contain an ancillary direction that fixes the remuneration and expenses to be paid by the relevant entity or trustee-manager to the advisor.Effect of special administration order and other orders75A.—

Any decision of the Minister under section 74(1) is final.(2) A special administration order operates to the exclusion of rights that are inconsistent with the order.(3) Nothing in Part 5 applies to prohibit or invalidate any special administration order or other order made under this Part or any transaction entered into to give effect to such an order.Duties of relevant entity or trustee‑manager, etc.75B.—

The relevant entity that is the subject of a special administration order under this Part or, in the case of such a relevant entity that is a business trust, its trustee‑manager —

must facilitate the handover of the operations to the appointed person as specified in the order;

must not obstruct the appointed person’s access to property or the exercise by the appointed person of the appointed person’s responsibilities under or pursuant to the special administration order; and

must comply with reasonable directions given by the appointed person in the exercise of the appointed person’s responsibilities under or pursuant to the special administration order.(2) The relevant entity or trustee-manager which fails to comply with subsection (1) or an order under section 74(1)(b) shall be guilty of an offence.Transfer of property, etc., of relevant entity under special administration order75C.—

Without limiting sections 73, 74 and 75, a special administration order in relation to a relevant entity may provide for the following matters:

the transfer to one or more prescribed transferees (which may or may not be the appointed person) of the following (whichever is applicable):

the property, rights and liabilities of the relevant entity; or

in the case of a relevant entity that is a business trust — the property of the business trust, and the rights held and the liabilities incurred by the trustee-manager of the business trust in its capacity as trustee‑manager of the business trust;

matters that are consequential or related to any such transfer.(2) Without limiting subsection (1) and sections 73, 74 and 75, where financial assistance has been provided by the Government to an airport licensee or a designated business trust for the purpose of —

in the case of an airport licensee — maintaining the security and reliability of the provision of airport services and facilities relating to any airport for which it is licensed; or

in the case of a designated business trust — maintaining the security and reliability of the business, undertaking or activities of the designated business trust relating to any airport (or part thereof) for which the business trust is established,a special administration order may provide for the following matters:

the transfer of shares, securities or units in the airport licensee or designated business trust to any of the prescribed transferees (which may or may not be the appointed person);

matters that are consequential or related to any such transfer, including the extinguishment of rights of any specified description to subscribe for, or otherwise acquire, securities of the airport licensee or any of its subsidiaries.(3) An order providing for any matter mentioned in subsection (1) or (2) may contain any of the prescribed kinds of provisions.(4) If the Minister makes a special administration order providing for any transfer mentioned in subsection (1) or (2), the Minister must, by notification in the Gazette, establish a scheme within the period specified in subsection (5) for determining the amount of any compensation payable by the prescribed transferee to any of the following (whichever is applicable):

persons who held shares, securities or units immediately before they were transferred;

persons whose rights of any specified description to subscribe for, or otherwise acquire, shares, securities or units were extinguished;

the airport licensee, the trustee‑manager or unitholders of the designated business trust, or the Class 2 designated operating entity.(5) For the purposes of subsection (4), the period within which the Minister must establish the scheme mentioned in that subsection is —

6 months after the date of the making of the special administration order; or

any longer period after the date of the making of the special administration order, as agreed between the prescribed transferee and the relevant entity or trustee‑manager.(6) A scheme established under subsection (4) may provide for —

the manner in which any compensation or consideration is to be assessed, including methods of calculation, valuation dates and matters to be taken into account or disregarded when making valuations;

the assessment to be made by an independent valuer appointed by the Minister; and

the remuneration and expenses of the independent valuer.(7) In this section, “prescribed transferee” means the Authority or a person nominated by the Minister.Regulations for this Part75D. The Minister may make regulations under section 102 for giving effect to this Part, including —

regulations governing the transfer of property, rights and liabilities of or in relation to a relevant entity mentioned in section 75C(1)(a) and matters consequential or related to such transfer;

regulations governing the transfer of shares, securities or units in an airport licensee or a designated business trust mentioned in section 75C(2)(c) and matters consequential or related to such transfer;

regulations for prescribing any kinds of provisions for the purposes of section 75C(3); and

if a special administration order is made, regulations for applying, omitting or modifying the provisions of Parts 7 and 9 of the Insolvency, Restructuring and Dissolution Act 2018.”.