Clause 9

In this Part —“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;“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 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 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.Non-application of this Part to designated operating entities that are licensees33B. This Part does not apply to or in relation to any designated operating entity that is also —

a bus operator holding a Class 1 bus service licence; or

a licensee holding a bus depot licence or bus interchange licence.Meaning and purposes of special administration order33C.—

A special administration order is an order of the Minister made in relation to a designated operating entity on or after the effective designation date and in accordance with section 33D, 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 LTA (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 —

the security and reliability of the business, undertaking or activities of the designated operating entity in Singapore relating to the entity’s provision of any essential transport service;

the survival of the designated operating entity or the whole or any part of the business or undertaking of the 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 designated operating entity as is necessary to ensure that the obligations of the entity in relation to its business, undertaking or activities of providing any essential transport service may be properly carried out; and

the carrying out of the obligations of the designated operating entity mentioned in paragraph (c) pending the transfer, as a going concern, of the entity’s business or undertaking mentioned in that paragraph to any other person or persons.Power to make special administration order and other orders33D.—

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

a special administration order in relation to the designated operating entity;

an order requiring —

the designated operating entity; or

in the case of a designated operating 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 the business, undertaking or activities of the designated operating entity of providing any essential transport service;

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

the designated operating entity; or

in the case of a designated operating 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 designated operating entity mentioned in paragraph (b).(2) For the purposes of subsection (1), the grounds are the following:

the designated operating 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 provision of any essential transport service by the designated operating entity;

the Minister considers it to be in the public interest.(3) 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.(4) The Minister may make a special administration order in relation to a designated operating 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 designated operating 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 designated operating entity, being a corporation;

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

any proceedings under the Insolvency, Restructuring and Dissolution Act 2018 relating to the winding up of the affairs of the designated operating 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 designated operating 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 designated operating entity, being an entity not mentioned in paragraph (d) or (e).(5) For the purposes of this section, a designated operating 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 made33E.—

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 designated operating entity as are specified in the order;

the designated operating entity or, if the designated operating 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 designated operating entity or, if the designated operating entity is a business trust, its trustee‑manager, for the purposes of carrying on the operations of the designated operating 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 designated operating 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 33D(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 orders33F.—

Any decision of the Minister under section 33D(1) is final.(2) A special administration order operates to the exclusion of rights that are inconsistent with the order.(3) Nothing in Part 4 or 4A 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 designated operating entity or trustee‑manager, etc.33G.—

The designated operating entity that is the subject of a special administration order under this Part or, in the case of such a designated operating 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 designated operating entity or trustee‑manager which fails to comply with subsection (1) or an order under section 33D(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.Transfer of property, etc., under special administration order33H.—

Without limiting sections 33C, 33D and 33E, a special administration order 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 a designated operating entity;

in the case of a designated operating 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 designated operating 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 designated operating 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 LTA or a person nominated by the Minister.Regulations for this Part33I. The Minister may make regulations under section 49 for giving effect to this Part, including —

regulations governing the transfer of property, rights and liabilities of or in relation to a designated operating entity mentioned in section 33H(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.”.