Voluntary deregistration by trustee‑manager
Open ↗51.—(1) The trustee‑manager of a registered business trust may apply to the Authority to deregister the registered business trust with the Authority, if —(a)
the deregistration of the registered business trust is approved by unitholders holding in aggregate at least three-fourths of the voting rights of all the unitholders of the registered business trust, who, being entitled to do so, vote in person or, where proxies are allowed, by proxy on a poll at a general meeting of which at least 21 days’ written notice specifying the intention to propose the resolution to deregister the registered business trust has been duly given; and
(b)
the resolution has not been voted against by unitholders holding in aggregate 10% or more of the voting rights of all the unitholders of the registered business trust who, being entitled to do so, vote in person or, where proxies are allowed, by proxy on a poll.
(2) Where the Authority is satisfied that an application to deregister a registered business trust is in compliance with subsection (1) and the directors of the trustee‑manager of the registered business trust have made a statutory declaration declaring that units in the business trust —(a)
are no longer held by any person other than —(i)
a person who acquired units or derivatives of units in the business trust pursuant to an offer made in reliance on an exemption under section 274 of the Securities and Futures Act 2001;
(ii)
a person who acquired the units or derivatives of units in the business trust pursuant to an offer mentioned in section 275(1A) of that Act; or
(iii)
a relevant person as defined under section 275(2) of that Act; or
(b)
are held by no more than 2 persons,
the Authority may deregister the registered business trust and, upon the deregistration, the Authority must give notice of the deregistration of the registered business trust in the Gazette.
[4/2017]
(3) The Authority must notify the trustee‑manager of a registered business trust of the deregistration of the registered business trust.
Power of Authority to deregister defunct business trust
Open ↗52.—(1) Where the Authority has reasonable cause to believe that the trustee‑manager of a registered business trust is not managing or operating the business of the registered business trust, the Authority may send to the trustee‑manager by post a letter to that effect and stating that if an answer showing cause to the contrary is not received within one month from the date of the letter, a notice will be published in the Gazette with a view to deregistering the registered business trust.
(2) Unless the Authority receives an answer within one month from the date of the letter mentioned in subsection (1) to the effect that the trustee‑manager is managing and operating the business of the registered business trust, the Authority may publish in the Gazette and send to the trustee‑manager by registered post a notice that, at the expiry of 3 months from the date of that notice, the Authority may apply to the court to appoint a liquidator with respect to the registered business trust.
(3) Upon receiving a notice of the completion of the winding up of the registered business trust from the liquidator mentioned in subsection (2), as required under section 48(5), the Authority may deregister the registered business trust, and must publish a notice thereof in the Gazette, and on the publication in the Gazette of the notice the business trust is deregistered; but the liability (if any) of every officer of the trustee‑manager of the business trust and every unitholder of the business trust continues and may be enforced as if the business trust had not been wound up.
(4) If any person feels aggrieved by the deregistration of the business trust, the court, on an application made by that person at any time within 6 years after the business trust has been so deregistered may, if satisfied that the trustee‑manager of the business trust was, at the time of the deregistration of the business trust, managing and operating the business of the business trust such that it is just that the registration of the business trust should be reinstated, order the registration of the business trust be reinstated; and upon a copy of the order being lodged with the Authority, the business trust is deemed to have continued to be registered as if it had never been deregistered, and the court may by the order give any directions and make any provisions as seem just for placing the trustee‑manager and all other persons in the same position as nearly as may be as if the business trust had not been deregistered.
(5) A notice to be sent under this section to a trustee‑manager of a registered business trust may be addressed to the trustee‑manager at its registered office or, if no office has been registered, to the care of some officer of the trustee‑manager.
