Bus Services Industry Act 2015 · 2020 Revised Edition · Part 4A · Control of Designated Entities
28G. Approvals of LTA in relation to equity interests and control of voting power in designated entities in certain cases
Feedback & supportLast amended by an amending law of 2024.
Except with the prior written approval of the LTA, a person must not —
LTA
“LTA” means the Land Transport Authority of Singapore constituted under the Land Transport Authority of Singapore Act 1995;
as a result of an increase in the holding of equity interest, or in the voting power controlled, by that person or any associate of that person, become a 25% controller, 50% controller or 75% controller of a designated entity on or after the effective designation date; or
as a result of a decrease in the holding of equity interest, or in the voting power controlled, by that person or any associate of that person, cease to be a 25% controller, 50% controller or 75% controller of a designated entity on or after the effective designation date.
Subsection (1) does not apply if the transaction through which a person becomes a 25% controller, 50% controller or 75% controller, or ceases to be a 25% controller, 50% controller or 75% controller, is entered into before the effective designation date.
25% controller
“25% controller”, in relation to a designated entity, means a person who, alone or together with that person’s associates —(a)holds 25% or more, but less than 50%, of the total equity interests in that designated entity; or(b)is in a position to control 25% or more, but less than 50%, of the voting power in that designated entity;
A person must not become an indirect controller of a designated entity on or after the effective designation date unless the person has obtained the prior written approval of the LTA.
indirect controller
“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 —(a)whose directions, instructions or wishes —(i)the directors or other officers of the designated entity; or(ii)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(b)who is in a position to determine the policy of the designated entity,but does not include —(c)any person who is —(i)a director or other officer of the designated entity; or(ii)the trustee‑manager (in the case of a designated entity that is a business trust); or(d)any person whose directions, instructions or wishes —(i)the directors or other officers of the designated entity; or(ii)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;
The LTA may approve an application under subsection (1)(a) or (3) if the LTA is satisfied that —
the person who is to become a 25% controller, 50% controller, 75% controller or indirect controller of a designated entity and every associate of that person known to the LTA, are fit and proper persons;
the essential transport services provided by the following (whichever is applicable) will continue to be safe, reliable and efficient:
the designated operating entity of which the person is to become a 25% controller, 50% controller, 75% controller or indirect controller;
the trustee‑manager of the designated operating entity of which the person is to become a 25% controller, 50% controller, 75% controller or indirect controller;
in the case where the person is to become a 25% controller, 50% controller, 75% controller or indirect controller of a designated equity interest holder — the designated operating entity, or the trustee-manager of the designated operating entity, in relation to which the designated equity interest holder is so designated;
having regard to the influence of the person mentioned in paragraph (a) and every associate of that person known to the LTA, the following requirements are met:
if the designated entity is a designated operating entity — the designated operating entity or, if the designated operating entity is a business trust, its trustee-manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act;
if the designated entity is a designated equity interest holder —
the designated operating entity in respect of which the designated equity interest holder is so designated or, if the designated operating entity is a business trust, its trustee-manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; and
the designated equity interest holder or, if the designated equity interest holder is a business trust, its trustee-manager, will continue to comply with the provisions of this Act; and
it is in the public interest to do so.
The LTA may approve an application under subsection (1)(b) if the LTA is satisfied that —
the essential transport services provided by the following (whichever is applicable) will continue to be safe, reliable and efficient:
the designated operating entity of which the person is a 25% controller, 50% controller or 75% controller;
the trustee‑manager of the designated operating entity of which the person is a 25% controller, 50% controller or 75% controller;
in the case where the person is a 25% controller, 50% controller or 75% controller of a designated equity interest holder — the designated operating entity, or the trustee-manager of the designated operating entity, in relation to which the designated equity interest holder is so designated;
in the case where the person is a 25% controller, 50% controller or 75% controller of a designated operating entity — the designated operating entity or, if the designated operating entity is a business trust, its trustee-manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act;
in the case where the person is a 25% controller, 50% controller or 75% controller of a designated equity interest holder —
the designated operating entity in respect of which the designated equity interest holder is so designated or, if the designated operating entity is a business trust, its trustee-manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; and
the designated equity interest holder or, if the designated equity interest holder is a business trust, its trustee-manager, will continue to comply with the provisions of this Act; and
it is in the public interest to do so.
The LTA may —
grant an approval under this section subject to any conditions that the LTA considers appropriate to impose; and
at any time add to, vary or revoke any condition so imposed.
Any condition imposed by the LTA under subsection (6) has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, limited liability partnership agreement, partnership contract, trust deed or other constitution of the designated entity in relation to which the application for approval under subsection (1) or (3) is made.
limited liability partnership
“limited liability partnership” has the meaning given by the Limited Liability Partnerships Act 2005;
Any person who contravenes subsection (1) or (3), or who fails to comply with any condition imposed under subsection (6), shall be guilty of an offence.
In any proceedings for a contravention of subsection (1), it is a defence for the accused to prove that —
the accused was not aware of the contravention when it occurred;
the accused notified the LTA of the contravention within a period of 14 days after becoming aware of the contravention; and
if the LTA issued any direction under section 28M relating to the contravention —
the accused complied with the direction within the period determined by the LTA under that section; or
the period determined by the LTA under that section for compliance with the direction has not expired.
In any proceedings for a contravention of subsection (1), it is also a defence for the accused to prove that even though the accused was aware of the contravention —
the contravention occurred as a result of an increase or a decrease in the holding of equity interest, or in the voting power controlled, by any of the associates of the accused, in the designated entity;
the accused has no agreement or arrangement (whether oral or in writing and whether express or implied) with that associate with respect to the acquisition, holding or disposal of equity interests or other interests, or under which they act together in exercising their voting power, in relation to the designated entity;
the accused notified the LTA of the contravention within a period of 7 days after the contravention or breach; and
if the LTA issued any direction under section 28M relating to the contravention —
the accused complied with the direction within the period determined by the LTA under that section; or
the period determined by the LTA under that section for compliance with the direction has not expired.
In any proceedings for a contravention of subsection (3), it is a defence for the accused to prove that —
the accused was not aware of the contravention when it occurred;
the accused notified the LTA of the contravention within a period of 14 days after the contravention; and
if the LTA issued any direction under section 28M relating to the contravention —
the accused complied with the direction within the period determined by the LTA under that section; or
the period determined by the LTA under that section for compliance with the direction has not expired.
Except as provided in subsections (9), (10) and (11), it is not a defence in any proceedings for a contravention of subsection (1) or (3) to prove that the accused did not intend to or did not knowingly contravene subsection (1) or (3).