Singapore legislation
Regulation 6
Regulation 6
Subsequent disallowance of relief for instruments executed before 16th January 2014
Subregulation 1
The matters referred to in section 15(3)(b) of the Act in relation to any instrument referred to in rule 4(a)(i) are any of the following:
the transferor entity and the transferee entity cease to be associated within the meaning of rule 3(1)(a) within 2 years from the date of the acquisition of the asset by the transferee entity by reason of a change in the percentage of beneficial ownership of —
the transferor entity in the transferee entity; or
a holding entity of both the transferor entity and the transferee entity in either or both of those entities,unless such change is in consequence of —
a reconstruction;
an amalgamation;
a liquidation or winding up where the conditions specified in paragraph (2) are satisfied; or
a relevant offer of shares of the existing issued share capital of the transferee entity or the transferor entity (in the case of a company), or a relevant offer of voting capital in the transferee entity or transferor entity (in the case of a limited liability partnership);
the transferee entity disposes of the asset that it has acquired within 2 years from the date of acquisition of the asset, unless such disposal is in consequence of —
a reconstruction;
an amalgamation; or
a liquidation or winding up where the assets of the transferee entity are distributed in specie to the immediate holding entity of the transferee entity, and for the period of 2 years from the date of acquisition by the transferee entity —
the immediate holding entity retains the assets of the transferee entity; and
the immediate holding entity remains associated, within the meaning of rule 3(1)(a), with the transferor entity;
the instrument was not executed within a period of 12 months from the date of the agreement (written or otherwise) for the acquisition of the asset by the transferee entity.
Subregulation 2
Unless the Commissioner otherwise allows, the conditions referred to in paragraph (1)(a)(C) are as follows:
in the case of a liquidation or winding up of the transferor entity —
the transferor entity is not the ultimate holding entity of the transferee entity; and
the transferee entity remains associated with any entity which the transferor entity was directly associated with at the time of the liquidation or winding up (in both cases within the meaning of rule 3(1)(a)) for a period of 2 years from the date of the acquisition of the asset by the transferee entity; and
in the case of a liquidation or winding up of the transferee entity, the transferor entity remains associated with any permitted entity which the transferee entity was directly associated with at the time of the liquidation or winding up (in both cases within the meaning of rule 3(1)(a)) for a period of 2 years from the date of the acquisition of the asset by the transferee entity.
Subregulation 3
In this rule, “relevant offer of shares”, in relation to a transferee entity or a transferor entity (as the case may be) that is a company, means —
the initial public offer; or
a subsequent offer,for subscription or sale of shares (including stock) of the company at their nominal value where —
the shares are listed on the Singapore Exchange, or listed both on the Singapore Exchange and elsewhere; and
the total issued shares that are offered to the public do not exceed the prevailing minimum requirement set by the Singapore Exchange for a main board listing of the shares at the time of the initial public offer or subsequent offer, as the case may be.