Clause 80

The Authority may, upon an application made to it in such form and manner as may be prescribed and subject to subsection (2), recognise a business trust constituted outside Singapore.(2) The Authority may recognise a business trust under subsection (1) if and only if the Authority is satisfied that —

the laws and practices of the jurisdiction under which the business trust is constituted and regulated affords to investors in Singapore protection at least equivalent to that provided to them under the Business Trusts Act (Cap. 31A) in the case of registered business trusts;

the business trust satisfies such criteria as may be prescribed by the Authority; and

the person making the offer of, or the issuer of, units or derivatives of units in the business trust, or the trustee-manager of the business trust satisfies such criteria as may be prescribed by the Authority.(3) Without prejudice to subsection (2), in considering whether to recognise a business trust under subsection (1), the Authority may have regard to such other factors as may be prescribed.(4) Without prejudice to subsection (2), the Authority may refuse to recognise any business trust where it appears to the Authority that it is not in the public interest to do so.(5) The Authority shall not refuse to recognise a business trust under subsection (1) without giving the person who made the application an opportunity to be heard, except that an opportunity to be heard need not be given if the refusal is on the ground that it is not in the public interest to recognise the business trust on the basis of any of the following circumstances:

the person making the offer (being an entity), the issuer or the trustee-manager or the business trust itself is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

the person making the offer (being an individual) is an undischarged bankrupt, whether in Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person making the offer (being an entity), the issuer or the trustee-manager of the business trust, or in relation to or in respect of the trust property of the business trust.(6) Any person making an application under subsection (1) may, within 30 days after he is notified that the Authority has refused to recognise that business trust constituted outside Singapore under subsection (1), appeal to the Minister whose decision shall be final.(7) An application made under subsection (1) shall be accompanied by such information or record as the Authority may require.(8) The Authority may publish for public information, in such manner as it considers appropriate, particulars of any business trust that is recognised under subsection (1).(9) While a business trust remains a recognised business trust, a person making an offer of, or an issuer of, units or derivatives of units in the trust, or the trustee-manager of the trust shall ensure that the criteria prescribed by the Authority in accordance with subsection (2)(b) and (c) which are applicable to him continue to be satisfied.(10) The trustee-manager of a recognised business trust shall furnish such information or record regarding the business trust as the Authority may, at any time, require for the proper administration of this Act.(11) Any person who contravenes subsection (9) or (10) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.Power of Authority to impose conditions or restrictions282TB.—

The Authority may recognise a business trust under section 282TA(1) subject to such conditions or restrictions as it thinks fit to impose for the purpose of protection of investors, and the trustee-manager of the trust and a person making an offer of, or an issuer of, units or derivatives of units in the trust shall comply with the conditions or restrictions applicable to him.(2) The Authority may, at any time, by notice in writing to any of the persons referred to in subsection (1), vary any condition or restriction or impose such further condition or restriction as the Authority may think fit.(3) Any person who contravenes any condition or restriction applicable to him under subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.Revocation, suspension or withdrawal of recognition282TC.—

The Authority may revoke the recognition of a recognised business trust granted under section 282TA(1) if —

the application for recognition, or any related information or record submitted to the Authority whether at the same time as or subsequent to the application, was false or misleading in a material particular or omitted a material particular which, had it been known to the Authority at the time of submission, would have resulted in the Authority not granting the recognition;

the Authority is of the opinion that the continued recognition of the business trust is or will be against the public interest;

the Authority is of the opinion that the continued recognition of the business trust is or will be prejudicial to its unitholders or potential unitholders; or

there has been a contravention of section 282TA(9) or (10) or a condition or restriction referred to in section 282TB.(2) Where the Authority revokes the recognition of a recognised business trust under subsection (1), the Authority may issue such directions as it deems fit to a person making an offer of, or the issuer of, units or derivatives of units in the trust, or the trustee-manager of the trust, including a direction that he provides the holders of the units or derivatives of units with an option to redeem or sell back to him their units or derivatives of units, as the case may be, on such terms as the Authority may approve; and the person to whom the directions are issued shall comply with them.(3) In determining whether to issue a direction under subsection (2), the Authority shall consider —

whether the trustee-manager is able to liquidate the property of the trust without material adverse financial effect to the unitholders, and for this purpose, the factors which the Authority may take into account include —

the liquidity of the property of the trust;

the penalties, if any, payable for liquidating the property; and

in a case where the units of the trust are also listed for quotation or quoted on an overseas securities exchange, the potential impact which the liquidation may have on unitholders in the country or territory where they are listed; and

where the units or derivatives of units of the trust are listed for quotation on the official list of a securities exchange, whether the holders of the units or derivatives of units are afforded an opportunity to liquidate, sell or redeem their units or derivatives of units on reasonable terms in accordance with the requirements of the listing rules of the securities exchange.(4) A person who without reasonable excuse contravenes any of the directions issued by the Authority to him under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.(5) Notwithstanding subsection (1), the Authority may, if it considers it desirable to do so, instead of revoking the recognition of a recognised business trust, suspend the recognition of that recognised business trust for a specific period, and may at any time remove such suspension.(6) Where the Authority revokes the recognition of a recognised business trust under subsection (1) or suspends the recognition of a recognised business trust under subsection (5), it shall notify the trustee-manager of the business trust and, where the Authority deems it necessary, the person who made the application to the Authority for recognition of the business trust under section 282TA(1).(7) Subject to subsection (8), the Authority may, upon an application in writing made to it by the trustee-manager of the business trust or the person who made the application to the Authority for recognition of a business trust under section 282TA(1), in such form and manner as may be prescribed, withdraw the recognition of that recognised business trust.(8) The Authority may refuse to withdraw the recognition of a recognised business trust under subsection (7) where the Authority is of the opinion that —

there is any matter concerning the recognised business trust which should be investigated before the recognition is withdrawn; or

the withdrawal of the recognition would not be in the public interest.(9) The Authority shall not —

revoke the recognition of a recognised business trust under subsection (1);

impose a direction under subsection (2);

suspend the recognition of a recognised business trust under subsection (5); or

refuse the withdrawal of the recognition of a recognised business trust under subsection (8),without giving the person referred to in subsection (2), (6) or (7), as the case may be, an opportunity to be heard, except that an opportunity to be heard need not be given for a revocation or suspension on the ground that the continued recognition of the recognised business trust is against the public interest on the basis of any of the following circumstances:

the person making the offer (being an entity), the issuer, the trustee-manager of the recognised business trust or the recognised business trust itself is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

the person making the offer (being an individual) is an undischarged bankrupt, whether in Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person making the offer (being an entity), the issuer or the trustee-manager, or in relation to the trust property of the recognised business trust.(10) The person referred to in subsection (2), (6) or (7), as the case may be, may, within 30 days after he is notified that the Authority —

has revoked the recognition of that recognised business trust under subsection (1);

has imposed a direction on him under subsection (2);

has suspended the recognition of that recognised business trust under subsection (5); or

has refused to withdraw the recognition of that recognised business trust under subsection (8),appeal to the Minister whose decision shall be final.(11) Where the Authority revokes a recognition under subsection (1), suspends a recognition under subsection (5) or withdraws a recognition under subsection (8), it may —

impose such conditions on the revocation, suspension or withdrawal as it considers appropriate; and

publish notice of the revocation, suspension or withdrawal, and the reason therefor, in such manner as it considers appropriate.”.