Clause 53

In this Part —“designated operating entity” excludes an entity that is also a licensee;“limited liability partnership” has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;“relevant entity” means a licensee or a designated operating entity;“unitholder” has the meaning given by section 2 of the Business Trusts Act 2004;“unregistered company” has the meaning given by section 245(1) of the Insolvency, Restructuring and Dissolution Act 2018.(2) In this Part —

a reference to the affairs, business, undertaking, operations or activities of a relevant 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 relevant 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 order27B.—

A special administration order is an order of the Minister made in relation to a relevant entity in accordance with section 27C, 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 as follows:

in the case of a relevant entity that is a licensee — the safety, security and continuity of the provision of railway passenger services and facilities relating to the rapid transit system specified in its licence;

in the case of a relevant entity that is a 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 a licensee — the obligations of the entity in relation to its business, undertaking or activities of providing railway passenger services and facilities relating to the rapid transit system specified in its licence;

in the case of a relevant entity that is a 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 (d)(i) or (ii) (whichever is applicable) pending the transfer, as a going concern, of the entity’s business or undertaking mentioned in paragraph (d)(i) or (ii) (as the case may be) to any other person or persons.Power to make special administration order and other orders27C.—

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 where the Minister considers that the action or the doing or not doing of the act or thing is necessary for —

in the case of a relevant entity that is a licensee — the business, undertaking or activities of the entity of providing railway passenger services and facilities relating to the rapid transit system specified in its licence; or

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

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) or (iv), whichever is applicable.(2) For the purposes of subsection (1), the grounds are the following:

in the case of a relevant entity that is a licensee —

there has been, is or is likely to be a contravention by the licensee of the conditions of its licence or this Act that is serious enough to make it inappropriate for the licensee to continue to hold its licence to operate the rapid transit system specified in its licence; or

the Minister considers it to be in the interest of the safety, security and continuity of the provision of railway passenger services relating to the rapid transit system that the entity is licensed to operate;

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

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;

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 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 made27D.—

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 27C(1)(c) may also contain an ancillary direction that fixes the remuneration and expenses to be paid by the designated operating entity or trustee‑manager to the advisor.Effect of special administration order and other orders27E.—

Any decision of the Minister under section 27C(1) is final.(2) A special administration order operates to the exclusion of rights that are inconsistent with the order.(3) Nothing in Part 3 or 3A 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.27F.—

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 27C(1)(b) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 6 months or to both.Scheme for transfer of property, rights and liabilities from existing licensee to new licensee27G. Without limiting sections 27B, 27C and 27D, where a special administration order is made in relation to a relevant entity that is a licensee (called the existing licensee) and it is proposed that, on or after a date appointed in the order, another entity (which may or may not be the appointed person) that is a company (called the new licensee) should operate the rapid transit system that the existing licensee is authorised to operate, in place of the existing licensee —

the existing licensee, acting with the consent of the new licensee and of any other licensees (in respect of matters affecting them), may make a scheme, in accordance with any prescribed requirements, for the transfer of property, rights and liabilities from the existing licensee to the new licensee;

any such scheme does not take effect unless it is approved by the Authority;

the Authority may, with the consent of the new licensee, of the existing licensee and, in respect of matters affecting them, of any other licensees, modify any such scheme before approving it;

it is the duty of the new licensee, the existing licensee and any other licensees to provide the Authority with all such information and other assistance as the Authority may reasonably require for the purposes of, or in connection with, the exercise of any power conferred under this section;

the property, rights and liabilities of the existing licensee that are capable of being transferred in accordance with any such scheme include —

property, rights and liabilities that would not otherwise be capable of being transferred or assigned by the existing licensee;

such property, rights and liabilities to which the existing licensee may become entitled or subject after the making of the scheme and before the day the special administration order is discharged;

property situated anywhere in Singapore or elsewhere; and

rights and liabilities under the law of Singapore or of any country or territory outside Singapore;

any such scheme for the transfer of the existing licensee’s property, rights and liabilities may, where appropriate —

create for the existing licensee, the new licensee or any other licensees an interest in or right over any property to which the scheme relates;

create new rights and liabilities as between any 2 or more of those licensees; and

provide for a licence held by an existing licensee to have effect as if it had been granted to the new licensee; and

any such scheme for the transfer of the existing licensee’s property, rights and liabilities has, upon its coming into force, effect in accordance with its provisions and without further assurance, so as to transfer the property, rights and liabilities to which the scheme relates to the new licensee.Transfer of property, etc., under special administration order27H.—

Without limiting sections 27B, 27C and 27D, a special administration order in relation to a relevant entity that is not a licensee 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) If the Minister makes a special administration order providing for any matter mentioned in subsection (1), the Minister must, by notification in the Gazette, establish a scheme within the following period for determining the amount of any compensation payable by the prescribed transferee to the relevant entity or the trustee‑manager or unitholders of the business trust (as the case may be) for the transfer of the property, rights and liabilities:

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

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.(3) A scheme established under subsection (2) 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.(4) In this section, “prescribed transferee” means the Authority or a person nominated by the Minister.Regulations for this Part27I. The Minister may make regulations under section 45 for giving effect to this Part, including —

regulations for prescribing any requirements of any scheme for a transfer for the purposes of section 27G;

regulations providing any supplemental, consequential and transitional provisions for the purposes of, or in connection with, a scheme for a transfer mentioned in section 27G;

regulations governing the transfer of property, rights and liabilities of or in relation to a relevant entity mentioned in section 27H(1)(a) and matters consequential or related to such transfer; 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.”.