§ 13 — Interpretation of this Part

13.—(1) In this Part —“acquisition” includes an agreement to acquire, but does not include —(a)

an acquisition by will or by operation of law; or

(b)

an acquisition by way of enforcement of a loan security;

“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;

“business trust” has the meaning given by section 2 of the Business Trusts Act 2004;

“chief executive officer”, in relation to a corporation, means a person, by whatever name called, who —(a)

is in the direct employment of, or acting for or by arrangement with, the corporation; and

(b)

is principally responsible for the management and conduct of the business of the corporation;

“control” includes control as a result of, or by means of, any agreement, arrangement, understanding or practice, whether or not having legal or equitable force and whether or not based on legal or equitable rights;

“corporation” has the meaning given by section 4(1) of the Companies Act 1967;

“decrease”, in relation to the holding of equity interest, includes a decrease to a point of nil;

“designation date”, in relation to a designated entity, means the date on which the entity is designated as a designated entity under section 17(1);

“director” has the meaning given by section 4(1) of the Companies Act 1967;

“equity interest” means —(a)

in relation to a corporation — a voting share in that corporation;

(b)

in relation to an entity other than a corporation — any right or interest, whether legal or equitable, in that entity, by whatever name called, which gives the holder of that right or interest voting power in that entity;

(c)

in relation to a business trust — a unit in that business trust; and

(d)

in relation to a trust other than a business trust — any right or interest (whether legal or equitable) in that trust, by whatever name called, which gives the holder of that right or interest voting power in that trust;

“increase”, in relation to the holding of equity interest, includes an increase from a starting point of nil;

“indirect controller”, in relation to an entity, means any person, whether acting alone or together with any other person, and whether with or without holding equity interests or controlling the voting power in the entity —(a)

whose directions, instructions or wishes —(i)

the directors or other officers of the entity;

(ii)

the trustee‑manager (in the case of an entity that is a business trust); or

(iii)

the trustee (in the case of an entity that is a trust other than a business trust),

are accustomed or under an obligation, whether formal or informal, to act in accordance with; or

(b)

who is in a position to determine the policy of the entity,

but does not include —

(c)

any person who is —(i)

a director or other officer of the entity;

(ii)

the trustee‑manager (in the case of an entity that is a business trust); or

(iii)

the trustee (in the case of an entity that is a trust other than a business trust); or

(d)

any person whose directions, instructions or wishes —(i)

the directors or other officers of the entity;

(ii)

the trustee‑manager (in the case of an entity that is a business trust); or

(iii)

the trustee (in the case of an entity that is a trust other than a business trust),

are accustomed to act in accordance with by reason only that they act on advice given by the person in that person’s professional capacity;

“limited liability partnership” has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;

“liquidator” includes the Official Receiver when acting as the liquidator of a corporation;

“officer”, in relation to a corporation, includes —(a)

a director or secretary of, or a person employed in an executive capacity by, the corporation;

(b)

any receiver or manager, or any receiver and manager, of any part of the undertaking of the corporation, appointed under a power contained in any instrument or by the High Court or by creditors;

(c)

any liquidator of the corporation appointed in a voluntary winding up or by the General Division of the High Court or by creditors; and

(d)

any judicial manager of the corporation appointed by the General Division of the High Court under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018;

“Official Receiver” has the meaning given by section 2(1) of the Insolvency, Restructuring and Dissolution Act 2018;

“related corporation”, in relation to a corporation, means another corporation that is deemed under section 15(2) to be related to that corporation;

“share”, in relation to a corporation, means a share in the share capital of the corporation and includes stock into which all or any of the share capital of the corporation has been converted;

“treasury share” has the meaning given by section 4(1) of the Companies Act 1967;

“trust” includes a business trust;

“trustee‑manager”, in relation to a business trust, has the meaning given by section 2 of the Business Trusts Act 2004;

“unit” has the meaning given by section 2 of the Business Trusts Act 2004;

“unitholder” means a person who holds units in a business trust;

“unregistered company” has the meaning given by section 245(1) of the Insolvency, Restructuring and Dissolution Act 2018;

“voting share” has the meaning given by section 4(1) of the Companies Act 1967 but does not include a treasury share.

(2) A reference in this Part to the control of a percentage of the voting power in an entity is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in —(a)

a general meeting of the entity;

(b)

in the case of an entity that is a business trust — a general meeting of the unitholders of the business trust; or

(c)

in the case of an entity that is a trust other than a business trust — a general meeting of the beneficiaries of the trust.

(3) In ascertaining a person’s control of the percentage of the total number of votes that might be cast at a general meeting mentioned in subsection (2), the number of votes that the person is entitled to cast at the general meeting by reason of having been appointed a proxy or representative to vote at the meeting is to be disregarded.

(4) In this Part —(a)

a reference to the business or undertaking of an entity that is a business trust means the business or undertaking carried on by the trustee‑manager of the business trust on behalf of the business trust; and

(b)

a reference to the business or undertaking of an entity that is a trust (other than business trust) means the business or undertaking carried on by the trustee of the trust on behalf of the trust.

—(1) In this Part —“acquisition” includes an agreement to acquire, but does not include —(a)

an acquisition by will or by operation of law; or

(b)

an acquisition by way of enforcement of a loan security;

“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;

“business trust” has the meaning given by section 2 of the Business Trusts Act 2004;

“chief executive officer”, in relation to a corporation, means a person, by whatever name called, who —(a)

is in the direct employment of, or acting for or by arrangement with, the corporation; and

(b)

is principally responsible for the management and conduct of the business of the corporation;

“control” includes control as a result of, or by means of, any agreement, arrangement, understanding or practice, whether or not having legal or equitable force and whether or not based on legal or equitable rights;

“corporation” has the meaning given by section 4(1) of the Companies Act 1967;

“decrease”, in relation to the holding of equity interest, includes a decrease to a point of nil;

“designation date”, in relation to a designated entity, means the date on which the entity is designated as a designated entity under section 17(1);

“director” has the meaning given by section 4(1) of the Companies Act 1967;

“equity interest” means —(a)

in relation to a corporation — a voting share in that corporation;

(b)

in relation to an entity other than a corporation — any right or interest, whether legal or equitable, in that entity, by whatever name called, which gives the holder of that right or interest voting power in that entity;

(c)

in relation to a business trust — a unit in that business trust; and

(d)

in relation to a trust other than a business trust — any right or interest (whether legal or equitable) in that trust, by whatever name called, which gives the holder of that right or interest voting power in that trust;

“increase”, in relation to the holding of equity interest, includes an increase from a starting point of nil;

“indirect controller”, in relation to an entity, means any person, whether acting alone or together with any other person, and whether with or without holding equity interests or controlling the voting power in the entity —(a)

whose directions, instructions or wishes —(i)

the directors or other officers of the entity;

(ii)

the trustee‑manager (in the case of an entity that is a business trust); or

(iii)

the trustee (in the case of an entity that is a trust other than a business trust),

are accustomed or under an obligation, whether formal or informal, to act in accordance with; or

(b)

who is in a position to determine the policy of the entity,

but does not include —

(c)

any person who is —(i)

a director or other officer of the entity;

(ii)

the trustee‑manager (in the case of an entity that is a business trust); or

(iii)

the trustee (in the case of an entity that is a trust other than a business trust); or

(d)

any person whose directions, instructions or wishes —(i)

the directors or other officers of the entity;

(ii)

the trustee‑manager (in the case of an entity that is a business trust); or

(iii)

the trustee (in the case of an entity that is a trust other than a business trust),

are accustomed to act in accordance with by reason only that they act on advice given by the person in that person’s professional capacity;

“limited liability partnership” has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;

“liquidator” includes the Official Receiver when acting as the liquidator of a corporation;

“officer”, in relation to a corporation, includes —(a)

a director or secretary of, or a person employed in an executive capacity by, the corporation;

(b)

any receiver or manager, or any receiver and manager, of any part of the undertaking of the corporation, appointed under a power contained in any instrument or by the High Court or by creditors;

(c)

any liquidator of the corporation appointed in a voluntary winding up or by the General Division of the High Court or by creditors; and

(d)

any judicial manager of the corporation appointed by the General Division of the High Court under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018;

“Official Receiver” has the meaning given by section 2(1) of the Insolvency, Restructuring and Dissolution Act 2018;

“related corporation”, in relation to a corporation, means another corporation that is deemed under section 15(2) to be related to that corporation;

“share”, in relation to a corporation, means a share in the share capital of the corporation and includes stock into which all or any of the share capital of the corporation has been converted;

“treasury share” has the meaning given by section 4(1) of the Companies Act 1967;

“trust” includes a business trust;

“trustee‑manager”, in relation to a business trust, has the meaning given by section 2 of the Business Trusts Act 2004;

“unit” has the meaning given by section 2 of the Business Trusts Act 2004;

“unitholder” means a person who holds units in a business trust;

“unregistered company” has the meaning given by section 245(1) of the Insolvency, Restructuring and Dissolution Act 2018;

“voting share” has the meaning given by section 4(1) of the Companies Act 1967 but does not include a treasury share.

(2) A reference in this Part to the control of a percentage of the voting power in an entity is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in —(a)

a general meeting of the entity;

(b)

in the case of an entity that is a business trust — a general meeting of the unitholders of the business trust; or

(c)

in the case of an entity that is a trust other than a business trust — a general meeting of the beneficiaries of the trust.

(3) In ascertaining a person’s control of the percentage of the total number of votes that might be cast at a general meeting mentioned in subsection (2), the number of votes that the person is entitled to cast at the general meeting by reason of having been appointed a proxy or representative to vote at the meeting is to be disregarded.

(4) In this Part —(a)

a reference to the business or undertaking of an entity that is a business trust means the business or undertaking carried on by the trustee‑manager of the business trust on behalf of the business trust; and

(b)

a reference to the business or undertaking of an entity that is a trust (other than business trust) means the business or undertaking carried on by the trustee of the trust on behalf of the trust.