Singapore legislation

Schedule 4

of Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018

Schedule 4

Interpretation of terms used in Fifth to Nineteenth Schedules

FOURTH SCHEDULERegulations 2(3) and 35(4)Interpretation of terms used in Fifth to Nineteenth Schedules

1. In this Schedule and the Fifth to Nineteenth Schedules, unless the context otherwise requires —“annual financial statements” —

(a)

in relation to an entity, means financial statements covering a financial year of the entity; or

(b)

in relation to a business trust, means financial statements kept by the trustee‑manager of the business trust covering a financial year of the business trust;“associate” —

(a)

in relation to an entity, means —

(i)

in a case where the entity is a substantial shareholder, controlling shareholder, substantial interest‑holder or controlling interest‑holder — its related corporation, related entity, associated company or associated entity; or

(ii)

in any other case —

(A)

a director or an equivalent person of the entity;

(B)

where the entity is a corporation, a controlling shareholder of the entity;

(C)

where the entity is not a corporation, a controlling interest‑holder of the entity;

(D)

a subsidiary, a subsidiary entity, an associated company, or an associated entity, of the entity; or

(E)

a subsidiary, a subsidiary entity, an associated company, or an associated entity, of the controlling shareholder or controlling interest‑holder, as the case may be, of the entity;

(b)

in relation to a business trust, means —

(i)

the trustee‑manager of the business trust;

(ii)

a director or controlling shareholder of the trustee‑manager of the business trust;

(iii)

a controlling unitholder of the business trust;

(iv)

a subsidiary, a subsidiary entity, an associated company, or an associated entity, of the trustee‑manager of the business trust; or

(v)

a subsidiary, a subsidiary entity, an associated company, or an associated entity, of the controlling shareholder of the trustee‑manager of the business trust, or of the controlling unitholder of the business trust; and

(c)

in relation to an individual, means —

(i)

any member of the individual’s immediate family;

(ii)

a trustee of any trust of which the individual or any member of the individual’s immediate family is —

(A)

a beneficiary; or

(B)

where the trust is a discretionary trust, a discretionary object,when the trustee acts in that capacity; or

(iii)

any corporation in which the individual, one or more members of the individual’s immediate family, or the individual and one or more members of the individual’s immediate family together, whether directly or indirectly, has or have interests in voting shares of an aggregate of not less than 30% of the total votes attached to all voting shares;“associated company” —

(a)

in relation to an entity, means —

(i)

any corporation, other than a subsidiary of the entity, in which —

(A)

the entity or one or more of its subsidiaries or subsidiary entities;

(B)

the entity, one or more of its subsidiaries and one or more of its subsidiary entities together;

(C)

the entity and one or more of its subsidiaries together;

(D)

the entity and one or more of its subsidiary entities together; or

(E)

one or more of the subsidiaries of the entity and one or more of the subsidiary entities of the entity together,has or have a direct interest, in the voting shares of the corporation, of not less than 20% but not more than 50% of the total votes attached to all voting shares in the corporation; or

(ii)

any corporation, other than a subsidiary of the entity, the policies of which —

(A)

the entity or one or more of its subsidiaries or subsidiary entities;

(B)

the entity together with one or more of its subsidiaries and one or more of its subsidiary entities;

(C)

the entity together with one or more of its subsidiaries;

(D)

the entity together with one or more of its subsidiary entities; or

(E)

one or more of the subsidiaries of the entity together with one or more of the subsidiary entities of the entity,is or are able to control or influence materially; and

(b)

in relation to a business trust, means —

(i)

any corporation, other than a subsidiary of the business trust, in which —

(A)

the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust) or one or more of the subsidiaries or subsidiary entities of the business trust;

(B)

the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust), one or more of the subsidiaries of the business trust and one or more of the subsidiary entities of the business trust together;

(C)

the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust) and one or more of the subsidiaries of the business trust together;

(D)

the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust) and one or more of the subsidiary entities of the business trust together; or

(E)

one or more of the subsidiaries of the business trust and one or more of the subsidiary entities of the business trust together,has or have a direct interest, in the voting shares of the corporation, of not less than 20% but not more than 50% of the total votes attached to all voting shares in the corporation; or

(ii)

any corporation, other than a subsidiary of the business trust, the policies of which —

(A)

the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust) or one or more of the subsidiaries or subsidiary entities of the business trust;

(B)

the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) together with one or more of the subsidiaries of the business trust and one or more of the subsidiary entities of the business trust;

(C)

the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) together with one or more of the subsidiaries of the business trust;

(D)

the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) together with one or more of the subsidiary entities of the business trust; or

(E)

one or more of the subsidiaries of the business trust together with one or more of the subsidiary entities of the business trust,is or are able to control or influence materially;“associated entity” —

(a)

in relation to an entity, means —

(i)

any entity (not being a corporation), other than a subsidiary entity of the firstmentioned entity, in which —

(A)

the firstmentioned entity or one or more of its subsidiaries or subsidiary entities;

(B)

the firstmentioned entity, one or more of its subsidiaries and one or more of its subsidiary entities together;

(C)

the firstmentioned entity and one or more of its subsidiaries together;

(D)

the firstmentioned entity and one or more of its subsidiary entities together; or

(E)

one or more of the subsidiaries of the firstmentioned entity and one or more of the subsidiary entities of the firstmentioned entity together,has or have a direct equity interest of not less than 20% but not more than 50% of the total equity interests in the entity; or

(ii)

any entity (not being a corporation), other than a subsidiary entity of the firstmentioned entity, the policies of which —

(A)

the firstmentioned entity or one or more of its subsidiaries or subsidiary entities;

(B)

the firstmentioned entity together with one or more of its subsidiaries and one or more of its subsidiary entities;

(C)

the firstmentioned entity together with one or more of its subsidiaries;

(D)

the firstmentioned entity together with one or more of its subsidiary entities; or

(E)

one or more of the subsidiaries of the firstmentioned entity together with one or more of the subsidiary entities of the firstmentioned entity,is or are able to control or influence materially; and

(b)

in relation to a business trust, means —

(i)

any entity (not being a corporation), other than a subsidiary entity of the business trust, in which —

(A)

the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) or one or more of the subsidiaries or subsidiary entities of the business trust;

(B)

the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust), one or more of the subsidiaries of the business trust and one or more of the subsidiary entities of the business trust together;

(C)

the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) and one or more of the subsidiaries of the business trust together;

(D)

the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) and one or more of the subsidiary entities of the business trust together; or

(E)

one or more of the subsidiaries of the business trust and one or more of the subsidiary entities of the business trust together,has or have a direct equity interest of not less than 20% but not more than 50% of the equity interests of that entity; or

(ii)

any entity (not being a corporation), other than a subsidiary entity of the business trust, the policies of which —

(A)

the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) or one or more of the subsidiaries or subsidiary entities of the business trust;

(B)

the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) together with one or more of the subsidiaries of the business trust and one or more of the subsidiary entities of the business trust;

(C)

the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) together with one or more of the subsidiaries of the business trust;

(D)

the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) together with one or more of the subsidiary entities of the business trust; or

(E)

one or more of the subsidiaries of the business trust together with one or more of the subsidiary entities of the business trust,is or are able to control or influence materially;“business”, in relation to a registered business trust, means the business relating to the trust property of the business trust and managed and operated by the trustee‑manager of the business trust in its capacity as trustee‑manager of the business trust;“chief executive officer”, in relation to the trustee‑manager of a registered business trust, has the meaning given by section 86(10) of the Business Trusts Act;“control”, in relation to a business trust, means the capacity to determine the outcome of decisions on the financial and operating policies of the business of the business trust, having regard to the following considerations:

(a)

the practical influence that can be exerted (rather than the rights which can be enforced); and

(b)

any practice or pattern of behaviour affecting the financial or operating policies of the business trust (even if the practice or pattern of behaviour involves a breach of an agreement or a breach of trust),but excludes any capacity to influence decisions on such financial and operating policies where such influence is required to be exercised for the benefit of other persons pursuant to an obligation imposed under any written law, rule of law, contract or order of court;“controlling interest‑holder”, in relation to an entity (not being a corporation), means —

(a)

a person who has an equity interest in the entity and who exercises control over the entity; or

(b)

a person who has an equity interest in the entity of an aggregate of not less than 30% of the total equity interests in the entity, unless that person does not exercise control over the entity;“controlling shareholder”, in relation to a corporation, means —

(a)

a person who has an interest in the voting shares of the corporation and who exercises control over the corporation; or

(b)

a person who has an interest in the voting shares of the corporation of an aggregate of not less than 30% of the total votes attached to all voting shares in the corporation, unless that person does not exercise control over the corporation; “controlling unitholder”, in relation to a business trust, means —

(a)

a person who has an interest or interests in units in the business trust and who exercises control over the business trust; or

(b)

a person who has an interest or interests in units representing not less than 30% of the total voting rights of all the unitholders of the business trust, unless that person does not exercise control over the business trust;“convertible debentures” means debentures that are —

(a)

convertible into or exchangeable for other securities or securities‑based derivatives contracts, equity interests or property; or

(b)

attached with options, warrants or other similar rights to subscribe for or purchase other securities or securities‑based derivatives contracts, equity interests or property;“depositor”, in relation to a securitisation transaction where the transfer of assets in that transaction is a two‑step process, means a special purpose vehicle created by the sponsor of that securitisation transaction to hold the assets that will subsequently be transferred or assigned to the entity issuing the asset‑backed securities;“enhancement” —

(a)

in relation to an offer of asset‑backed securities, means any arrangement by a person to compensate a special purpose vehicle for a pre‑determined amount of loss incurred as a means of insuring against any type of risk associated with any asset transferred or assigned to the special purpose vehicle under a securitisation transaction; and

(b)

in relation to an offer of structured notes, means any arrangement by a person to compensate a single purpose vehicle or specified financial institution for a pre‑determined amount of loss incurred as a means of insuring against any type of risk associated with any reference asset or, where the issuer is a single purpose vehicle, any pool asset; “entity at risk”, in relation to a transaction or loan with an interested person, or a proposed transaction or loan with an interested person, means —

(a)

the entity concerned or the trustee‑manager of the business trust concerned (acting in its capacity as trustee‑manager of the business trust concerned);

(b)

a subsidiary or subsidiary entity of the entity or the business trust concerned; or

(c)

an associated company of the entity or the business trust concerned, or an associated entity of the entity concerned, over which control is exercised by any of the following persons: (i)the entity concerned or the trustee‑manager of the business trust concerned (acting in its capacity as trustee‑manager of the business trust concerned), as the case may be;

(ii)

one or more subsidiaries or subsidiary entities of the entity concerned or the business trust concerned;

(iii)

the entity concerned or the trustee‑manager of the business trust concerned (acting in its capacity as trustee‑manager of the business trust concerned), together with one or more of its related parties;

(iv)

one or more subsidiaries or subsidiary entities of the entity concerned or the business trust concerned together with one or more other related parties of the entity concerned or the business trust concerned, as the case may be;“equity interest”, in relation to an entity, means any right or interest, whether legal or equitable, in the entity, by whatever name called, and includes any option to acquire any such right or interest in the entity;“financial position and results”, in relation to a business trust, means —

(a)

the financial position of the business trust derived from the accounting records and other records kept by the trustee‑manager of the business trust; and

(b)

the results with respect to the operations of the business trust carried out by the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust);“financial statements” means profit and loss statements, balance sheets and cash flow statements, and includes any attached notes and schedules which are required by the body of accounting standards adopted by the entity concerned or the trustee‑manager of the business trust concerned in preparing the financial statements of the entity concerned or the business trust concerned, as the case may be;“group”, except for paragraph 5 of Part 5 of the Fifth Schedule, paragraph 5 of Part 5 of the Sixth Schedule, paragraph 2 of Part 5 of the Seventh Schedule, paragraph 2 of Part 5 of the Tenth Schedule, and paragraph 5 of Part 5 of the Seventeenth Schedule, means —

(a)

a corporation, its subsidiaries and its subsidiary entities (if any);

(b)

an entity (not being a corporation), its subsidiaries and its subsidiary entities (if any); or

(c)

a business trust and the subsidiaries and subsidiary entities (if any) of the business trust;“interested person” —

(a)

in relation to an entity, means —

(i)

a director or an equivalent person of the entity;

(ii)

the chief executive officer or equivalent person of the entity;

(iii)

where the entity is a corporation, a controlling shareholder of the entity;

(iv)

where the entity is not a corporation, a controlling interest‑holder of the entity; or

(v)

an associate of any person mentioned in sub‑paragraph (i), (ii), (iii) or (iv); and

(b)

in relation to a business trust, means —

(i)

the trustee-manager of the business trust acting in its own capacity;

(ii)

a related corporation of the trustee‑manager of the business trust (other than a subsidiary of the business trust) or a related entity of the trustee‑manager of the business trust (other than a subsidiary entity of the business trust);

(iii)

an associated company of the trustee‑manager of the business trust (other than an associated company of the business trust) or an associated entity of the trustee‑manager of the business trust (other than an associated entity of the business trust);

(iv)

a director or an equivalent person, the chief executive officer or equivalent person, or a controlling shareholder, of the trustee‑manager of the business trust; (v)a controlling unitholder of the business trust; or

(vi)

an associate of any person mentioned in sub‑paragraph (iv) or (v);“issue manager”, in relation to an offer, means the issue manager of the offer, whether called by that name or any other name (such as a lead manager or an arranger);“key executive” —

(a)

in relation to an entity, means an individual who is employed in an executive capacity by the entity, and who —

(i)

makes or participates in making decisions that affect the whole or a substantial part of the business of the entity; or

(ii)

has the capacity to make decisions that affect significantly the financial standing of the entity;

(b)

in relation to a business trust, means an individual who is employed in an executive capacity by the trustee‑manager of the business trust, and who —

(i)

makes or participates in making decisions that affect the whole or a substantial part of the business of the business trust; or

(ii)

has the capacity to make decisions that affect significantly the financial standing of the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust); and

(c)

in relation to a group, means an individual who is employed in an executive capacity by an entity in the group or by the trustee‑manager of a business trust in the group, and who —

(i)

makes or participates in making decisions that affect the whole or a substantial part of the business of the group; or

(ii)

has the capacity to make decisions that affect significantly the financial standing of the group;“latest practicable date” —

(a)

in relation to a requirement (in these Regulations) that applies to a prospectus, means a date that —

(i)

is the latest practicable in the context of that requirement; and

(ii)

is no earlier than 14 days before the date of lodgment of that prospectus with the Authority; or

(b)

in relation to a requirement (in these Regulations) that applies to an offer information statement, means a date that —

(i)

is the latest practicable in the context of that requirement; and

(ii)

is no earlier than 7 days before the date of lodgment of that offer information statement with the Authority; “originator” means the entity that creates the receivables, loans or other financial assets that form the relevant assets of any asset‑backed securities;“pool assets”, in relation to an offer of structured notes, means the assets held by a single purpose vehicle (whether as a legal owner or as an equitable owner);“profit estimate” means a profit estimate for any period of time from the end of the financial period covered by the most recent financial statements (whether audited, pro forma or interim) included in the document that is the subject of the relevant Schedule to a date no later than the date of lodgment of that document with the Authority;“related corporation” —

(a)

in relation to a corporation, has the meaning given by section 4(1) of the Companies Act (Cap. 50); (b)in relation to an entity (not being a corporation), means a corporation that is a related corporation of the entity under paragraph 6; and

(c)

in relation to a business trust, means a corporation that is a related corporation of the business trust under paragraph 7;“related entity” —

(a)

in relation to an entity, means any entity (not being a corporation) that is a related entity of the firstmentioned entity under paragraph 8; and

(b)

in relation to a business trust, means any entity (not being a corporation) that is a related entity of the business trust under paragraph 9;“relevant assets”, in relation to an offer of asset‑backed securities, means the assets held by a special purpose vehicle pursuant to a securitisation transaction;“servicer” —

(a)

in relation to an offer of asset-backed securities, means the entity that is principally responsible for the ongoing administration of the relevant assets; and

(b)

in relation to an offer of structured notes pursuant to a synthetic securitisation transaction, means the entity that is principally responsible for the ongoing administration of the reference assets;“single purpose vehicle” has the meaning given by section 240AA(5) of the Act;“special purpose vehicle” has the meaning given by section 262(3) of the Act;“sponsor” —

(a)

in relation to a securitisation transaction, means the entity that initiates the securitisation transaction by originating or acquiring and packaging, either directly or indirectly, a group of assets for resale as asset‑backed securities; and

(b)

in relation to a synthetic securitisation transaction, means the entity that initiates the synthetic securitisation transaction by originating and packaging, either directly or indirectly, exposure to a group of reference assets for sale in the form of structured notes; “subsidiary” —

(a)

in relation to a corporation, has the meaning given by section 5(1) of the Companies Act; (b)in relation to an entity (not being a corporation), means a corporation that is a subsidiary of the entity under paragraph 2; and

(c)

in relation to a business trust, means a corporation that is a subsidiary of the business trust under paragraph 3;“subsidiary entity” —

(a)

in relation to an entity, means any entity (not being a corporation) that is a subsidiary entity of the firstmentioned entity under paragraph 4; and

(b)

in relation to a business trust, means any entity (not being a corporation) that is a subsidiary entity of the business trust under paragraph 5;“substantial interest‑holder”, in relation to an entity (not being a corporation), means a person who has an equity interest in the entity representing not less than 5% of the total equity interests in the entity;“substantial unitholder”, in relation to a business trust, means a person who has an interest or interests, in units of the business trust, representing not less than 5% of the total voting rights of all the unitholders of the business trust.2.—

(1)

For the purposes of this Schedule and the Fifth to Nineteenth Schedules, a corporation is, subject to sub‑paragraph (4), a subsidiary of an entity (not being a corporation), if —

(a)

the entity —

(i)

controls the composition of the board of directors of the corporation;

(ii)

controls more than half of the voting power of the corporation; or

(iii)

holds more than half of the issued share capital of the corporation (excluding any part of the issued share capital that consists of preference shares); or

(b)

the corporation is a subsidiary of another entity that is a subsidiary of the firstmentioned entity.(2) For the purposes of sub‑paragraph (1)(a)(i), an entity controls the composition of the board of directors of a corporation if the entity has the power to, without the consent or concurrence of any other person, appoint or remove all or a majority of the directors.(3) For the purposes of sub‑paragraph (2), an entity has the power mentioned in that sub‑paragraph if —

(a)

a person cannot be appointed as a director without the exercise in the person’s favour by the entity of that power; or

(b)

a person’s appointment as a director follows necessarily from the person holding an appointment in relation to the entity that is equivalent to that of a director or officer of a corporation.(4) In determining whether a corporation is a subsidiary of an entity —

(a)

any shares held in, and any powers exercisable over, the corporation by the entity in a fiduciary capacity are not to be treated as held or exercisable by the entity;

(b)

subject to sub‑paragraphs (c) and (d), any shares held in, and any powers exercisable over, the corporation —

(i)

by any person as a nominee for the entity (except where the entity is concerned only in a fiduciary capacity); or

(ii)

by, or by a nominee for, a subsidiary of the entity, not being a subsidiary that is concerned only in a fiduciary capacity,are to be treated as held or exercisable by the entity;

(c)

any shares held in, and any powers exercisable over, the corporation by any person by virtue of the provisions of any debentures of the corporation, or of a trust deed for securing any issue of such debentures, are to be disregarded; and

(d)

any shares held in, and any powers exercisable over, the corporation by, or by a nominee for, the entity or its subsidiary (not being any shares or powers mentioned in sub‑paragraph (c)) are not to be treated as held or exercisable by the entity, if —

(i)

the ordinary business of the entity or its subsidiary (as the case may be) includes the lending of money; and

(ii)

the shares are held or powers are exercisable as security only for the purposes of a transaction entered into in the ordinary course of that business.3.—

(1)

For the purposes of this Schedule and the Seventeenth and Eighteenth Schedules, a corporation is, subject to sub‑paragraph (4), a subsidiary of a business trust, if —

(a)

the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) —

(i)

controls the composition of the board of directors of the corporation;

(ii)

controls more than half of the voting power of the corporation; or

(iii)

holds more than half of the issued share capital of the corporation (excluding any part of the issued share capital that consists of preference shares); or

(b)

the corporation is a subsidiary of another corporation that is a subsidiary of the business trust.(2) For the purposes of sub‑paragraph (1)(a)(i), the trustee‑manager of a business trust (acting in its capacity as trustee‑manager of the business trust) controls the composition of the board of directors of a corporation if the trustee‑manager has the power to, without the consent or concurrence of any other person, appoint or remove all or a majority of the directors.(3) For the purposes of sub‑paragraph (2), the trustee-manager has the power mentioned in that sub‑paragraph if —

(a)

a person cannot be appointed as a director without the exercise in the person’s favour by the trustee‑manager of that power; or

(b)

a person’s appointment as a director follows necessarily from the person being a director or other officer of the trustee‑manager.(4) In determining whether a corporation is a subsidiary of a business trust —

(a)

subject to sub‑paragraphs (b) and (c), any shares held in, and any powers exercisable over, the corporation by, or by a nominee for, a subsidiary or subsidiary entity of the business trust, not being a subsidiary or subsidiary entity that is concerned only in a fiduciary capacity, are to be treated as held or exercisable by the trustee‑manager;

(b)

any shares held in, and any powers exercisable over, the corporation by any person by virtue of the provisions of any debentures of the corporation, or of a trust deed for securing any issue of such debentures, are to be disregarded; and

(c)

any shares held in, and any powers exercisable over, the corporation by, or by a nominee for, the trustee‑manager or a subsidiary or subsidiary entity of the business trust (not being any shares or powers mentioned in sub‑paragraph (b)) are not to be treated as held or exercisable by the trustee‑manager, if —

(i)

the ordinary business of the trustee‑manager or the subsidiary or subsidiary entity of the business trust (as the case may be) includes the lending of money; and

(ii)

the shares are held or powers are exercisable as security only for the purposes of a transaction entered into in the ordinary course of that business.4.—

(1)

For the purposes of this Schedule and the Fifth to Nineteenth Schedules, an entity (not being a corporation) (called in this paragraph the first entity) is, subject to sub‑paragraph (4), a subsidiary entity of another entity (called in this paragraph the second entity), if —

(a)

the second entity —

(i)

controls the composition of the board of persons (called in this paragraph the board) of the first entity that is equivalent to the board of directors of a corporation;

(ii)

controls more than half of the voting power of the first entity; or

(iii)

holds more than half of the issued equity interests of the first entity; or

(b)

the first entity is a subsidiary entity of another entity that is a subsidiary or subsidiary entity of the second entity.(2) For the purposes of sub‑paragraph (1)(a)(i), the second entity controls the composition of the board of the first entity if the second entity has the power to, without the consent or concurrence of any other person, appoint or remove all or a majority of the board of the first entity.(3) For the purposes of sub‑paragraph (2), the second entity has the power mentioned in that sub‑paragraph if —

(a)

a person cannot be appointed as a member of the board of the first entity without the exercise in the person’s favour by the second entity of that power; or

(b)

a person’s appointment as a member of the board of the first entity follows necessarily from the person holding an appointment in relation to the second entity that is equivalent to that of a director or officer of a corporation.(4) In determining whether an entity (not being a corporation) (called in this paragraph the first entity) is a subsidiary entity of another entity (called in this paragraph the second entity) —

(a)

any equity interests held in, and any powers exercisable over, the first entity by the second entity in a fiduciary capacity are not to be treated as held or exercisable by the second‑mentioned entity;

(b)

subject to sub‑paragraphs (c) and (d), any equity interests held in, and any powers exercisable over, the first entity —

(i)

by any person as a nominee for the second entity (except where the second entity is concerned only in a fiduciary capacity); or

(ii)

by, or by a nominee for, a subsidiary or subsidiary entity of the second entity, not being a subsidiary or subsidiary entity that is concerned only in a fiduciary capacity,are to be treated as held or exercisable by the second entity;

(c)

any equity interests held in, and any powers exercisable over, the first entity by any person by virtue of the provisions of any debentures of the first entity, or of a trust deed for securing any issue of such debentures, are to be disregarded; and

(d)

any equity interests held in, and any powers exercisable over, the first entity by, or by a nominee for, the second entity or its subsidiary or subsidiary entity (not being any equity interests or powers mentioned in sub‑paragraph (c)) are not to be treated as held or exercisable by the second entity, if —

(i)

the ordinary business of the second entity or its subsidiary or subsidiary entity (as the case may be) includes the lending of money; and

(ii)

the equity interests are held or powers are exercisable as security only for the purposes of a transaction entered into in the ordinary course of that business.5.—

(1)

For the purposes of this Schedule and the Seventeenth and Eighteenth Schedules, an entity (not being a corporation) is, subject to sub‑paragraph (4), deemed to be a subsidiary entity of a business trust, if —

(a)

the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) —

(i)

controls the composition of the board of persons of the entity (called in this paragraph the board) that is equivalent to the board of directors of a corporation;

(ii)

controls more than half of the voting power of the entity; or

(iii)

holds more than half of the issued equity interests of the entity; or

(b)

the entity is a subsidiary entity of another entity that is a subsidiary or subsidiary entity of the business trust.(2) For the purposes of sub‑paragraph (1)(a)(i), the trustee-manager of a business trust (acting in its capacity as trustee‑manager of the business trust) controls the composition of the board of an entity (not being a corporation) if the trustee‑manager has the power to, without the consent or concurrence of any other person, appoint or remove all or a majority of the board of the entity.(3) For the purposes of sub‑paragraph (2), the trustee‑manager has the power mentioned in that sub‑paragraph if —

(a)

a person cannot be appointed as a member of the board of the entity without the exercise in the person’s favour by the trustee‑manager of that power; or

(b)

a person’s appointment as a member of the board of the entity follows necessarily from the person being a director or other officer of the trustee‑manager.(4) In determining whether an entity (not being a corporation) is a subsidiary entity of a business trust —

(a)

subject to sub‑paragraphs (b) and (c), any equity interests held in, and any powers exercisable over, the entity by, or by a nominee for, a subsidiary or subsidiary entity of the business trust, not being a subsidiary or subsidiary entity that is concerned only in a fiduciary capacity, are to be treated as held or exercisable by the trustee‑manager;

(b)

any equity interests held in, and any powers exercisable over, the entity by any person by virtue of the provisions of any debentures of the entity, or of a trust deed for securing any issue of such debentures, are to be disregarded; and

(c)

any equity interests held in, and any powers exercisable over, the entity by, or by a nominee for, the trustee‑manager or a subsidiary or subsidiary entity of the business trust (not being any equity interests or powers mentioned in sub‑paragraph (b)) are not to be treated as held or exercisable by the trustee‑manager, if —

(i)

the ordinary business of the trustee‑manager or the subsidiary or subsidiary entity of the business trust (as the case may be) includes the lending of money; and

(ii)

the equity interests are held or powers are exercisable as security only for the purposes of a transaction entered into in the ordinary course of that business.

6. For the purposes of this Schedule and the Fifth to Nineteenth Schedules, a corporation is related to an entity (not being a corporation) if the corporation is —

(a)

a subsidiary of the entity;

(b)

the holding company of the entity; or

(c)

a subsidiary of the holding company or holding entity of the entity. 7. For the purposes of this Schedule and the Seventeenth and Eighteenth Schedules, a corporation is related to a business trust if the corporation is —

(a)

a subsidiary of the business trust;

(b)

the holding company of the business trust; or

(c)

a subsidiary of the holding company or holding entity of the business trust.

8. For the purposes of this Schedule and the Fifth to Nineteenth Schedules, an entity (not being a corporation) (called in this paragraph the first entity) is related to another entity (called in this paragraph the second entity) if the first entity is —

(a)

a subsidiary entity of the second entity;

(b)

the holding entity of the second entity; or

(c)

a subsidiary entity of the holding company or holding entity of the second entity.

9. For the purposes of this Schedule and the Seventeenth and Eighteenth Schedules, an entity (not being a corporation) is related to a business trust if the entity is —

(a)

a subsidiary entity of the business trust;

(b)

the holding entity of the business trust; or

(c)

a subsidiary entity of the holding company or holding entity of the business trust.

10. For the purposes of this Schedule and the Fifth to Nineteenth Schedules, a corporation is the holding company of an entity if the corporation —

(a)

controls more than half of the voting power of the entity; or

(b)

holds more than half of the issued equity interests of the entity. 11. For the purposes of this Schedule and the Seventeenth and Eighteenth Schedules, a corporation is the holding company of a business trust if the corporation —

(a)

controls more than half of the voting power of the business trust; or

(b)

holds more than half of the issued units of the business trust.

12. For the purposes of this Schedule and the Fifth to Nineteenth Schedules, an entity (not being a corporation) (called in this paragraph the first entity) is the holding entity of another entity (called in this paragraph the second entity) if the first entity —

(a)

controls more than half of the voting power of the second entity; or

(b)

holds more than half of the issued equity interests of the second entity.

13. For the purposes of this Schedule and the Seventeenth and Eighteenth Schedules, an entity (not being a corporation) is the holding entity of a business trust if the entity —

(a)

controls more than half of the voting power of the business trust; or (b)holds more than half of the issued units of the business trust.

14. For the purposes of this Schedule and the Fifth to Nineteenth Schedules —

(a)

any reference to a director or an equivalent person of an entity, or a director of the trustee‑manager of a business trust, includes a reference to a person named, with that person’s consent, in the prospectus or offer information statement as a proposed director or an equivalent person of the entity or of the trustee‑manager of the business trust, as the case may be;

(b)

any reference to the most recently completed financial year or years is a reference to the most recently completed financial year or years before the lodgment with the Authority of the document that is the subject of the relevant Schedule; and

(c)

any reference to a pro forma group, in relation to an entity or a business trust, is a reference to a pro forma group of which the entity or the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust) (as the case may be) is the holding entity.