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Extension of Division 1 of Part VII of Act to persons with interests in listed securities held through partnerships

Securities and Futures (Disclosure of Interests) Regulations 2012

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—(1) Where —(a)a partnership has, or is by the provisions of section 4 of the Act or this regulation deemed to have, an interest in a voting share in a corporation; and(b)the partners are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of a person,that person shall be deemed to have an interest in that share for the purposes of Division 1 of Part VII of the Act.(2) Where —(a)a partnership is deemed by the provisions of section 4 of the Act or this regulation to have an interest in a voting share in a corporation; and(b)a partner is entitled to exercise or control the exercise of not less than 50% of the voting power of the partnership in relation to that share,that partner shall be deemed to have an interest in that share for the purposes of Division 1 of Part VII of the Act.(3) Where a partnership is deemed by the provisions of section 4 of the Act or this regulation (other than this paragraph) to have an interest in a voting share in a corporation, and –(a)a partner is;(b)the associates of a partner are; or(c)a partner and his associates are,entitled to exercise or control the exercise of not less than 20% of the voting power of the partnership in relation to that share, that partner shall be deemed to have an interest in that share for the purposes of Division 1 of Part VII of the Act.(4) Where —(a)a corporation (referred to in this paragraph as the specified corporation) or a partnership (referred to in this paragraph as the specified partnership) has or is by the provisions of section 4 of the Act (other than section 4(5) of the Act) or this regulation (other than paragraph (3) or this paragraph) deemed to have an interest in a voting share in another corporation; and(b)another partnership has control over the specified corporation or specified partnership under any of the following circumstances:(i)that other partnership is entitled to exercise or control the exercise of not less than 50% of the voting power of the specified corporation or specified partnership;(ii)the specified corporation or its directors, or the specified partnership or its partners, are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of that other partnership,then — (A)that other partnership shall be deemed to have an interest in that share for the purposes of Division 1 of Part VII of the Act; and(B)a partner of that other partnership shall be deemed to have an interest in that share for the purposes of Division 1 of Part VII of the Act if —(BA)the partner is;(BB)the associates of the partner are; or(BC)the partner and his associates are,entitled to exercise or control the exercise of not less than 20% of the voting power of that other partnership in relation to the specified corporation or specified partnership.(5) Where —(a)a corporation (referred to in this paragraph as the specified corporation) or a partnership (referred to in this paragraph as the specified partnership) has or is by the provisions of section 4(5) of the Act, or paragraph (3) or (4) or this paragraph, deemed to have an interest in a voting share in another corporation; and(b)another partnership has control over the specified corporation or specified partnership under any of the following circumstances:(i)that other partnership is entitled to exercise or control the exercise of not less than 50% of the voting power of the specified corporation or specified partnership;(ii)the specified corporation or its directors, or the specified partnership or its partners, are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of that other partnership,then — (A)that other partnership shall be deemed to have an interest in that share for the purposes of Division 1 of Part VII of the Act; and(B)a partner of that other partnership that is entitled to exercise or control the exercise of not less than 50% of the voting power of that other partnership shall be deemed to have an interest in that share for the purposes of Division 1 of Part VII of the Act.(6) For the purposes of paragraphs (3) and (4), a person is an associate of a partner if the person is —(a)a related corporation of the partner;(b)a person in accordance with whose directions, instructions or wishes the partner is accustomed or is under an obligation, whether formal or informal, to act in relation to the share referred to in paragraph (3) or in relation to the specified corporation or specified partnership referred to in paragraph (4), as the case may be;(c)a person who is accustomed or is under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the partner in relation to the share referred to in paragraph (3) or in relation to the specified corporation or specified partnership referred to in paragraph (4), as the case may be;(d)a corporation which is, or the directors of which are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the partner in relation to the share referred to in paragraph (3) or in relation to the specified corporation or specified partnership referred to in paragraph (4), as the case may be;(e)a corporation in accordance with the directions, instructions or wishes of which, or of the directors of which, the partner is accustomed or under an obligation, whether formal or informal, to act in relation to the share referred to in paragraph (3) or in relation to the specified corporation or specified partnership referred to in paragraph (4), as the case may be;(f)a partnership in accordance with the directions, instructions or wishes of which, or of the partners of which, the partner is accustomed or is under an obligation, whether formal or informal, to act in relation to the share referred to in paragraph (3) or in relation to the specified corporation or specified partnership referred to in paragraph (4), as the case may be; or(g)a partnership which is, or the partners of which are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the partner in relation to the share referred to in paragraph (3) or in relation to the specified corporation or specified partnership referred to in paragraph (4), as the case may be.(7) In this regulation, “partnership” means —(a)a partnership within the meaning of the Partnership Act (Cap. 391) or an equivalent Act in a foreign jurisdiction;(b)a limited liability partnership registered under the Limited Liability Partnerships Act (Cap. 163A) or registered, formed or recognised under an equivalent Act in a foreign jurisdiction; or(c)a limited partnership registered under the Limited Partnerships Act (Cap. 163B) or registered, formed or recognised under an equivalent Act in a foreign jurisdiction.

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