Interpretation of this Part
44. In this Part —“critical support infrastructure” means any infrastructure that belongs to, or is under the control of, a telecommunication licensee, and that satisfies all of the following criteria:(a)
the infrastructure is required by other telecommunication licensees to provide a telecommunication service;
(b)
the infrastructure cannot be replicated within the foreseeable future, or obtained from a third party, by an efficient new entrant to the market for telecommunication services in Singapore, in either case, at a cost that would reasonably allow market entry;
(c)
the failure or refusal by the firstmentioned telecommunication licensee to allow other telecommunication licensees to use the infrastructure would unreasonably restrict competition in any market for telecommunication services in Singapore;
“prescribed transferee” means —(a)
the Authority; or
(b)
a person nominated by the Authority;
“specified telecommunication licensee” means a telecommunication licensee which the Minister has declared under section 45 to be a specified telecommunication licensee for the purposes of this Part.[32G
[19/2011]
Declaration of specified telecommunication licensee
45.—(1) The Minister may, after consulting with the Authority, by notification in the Gazette, declare any telecommunication licensee to be a specified telecommunication licensee for the purposes of this Part, if —(a)
the licensee —(i)
is a public telecommunication licensee; or
(ii)
owns or controls any critical support infrastructure; or
(b)
the Minister is satisfied that it is in the public interest to do so.[19/2011]
(2) A declaration of a specified telecommunication licensee under subsection (1)(a)(i) remains in force only so long as the licensee remains a public telecommunication licensee.[19/2011]
(3) A declaration of a specified telecommunication licensee under subsection (1)(a)(ii) remains in force only so long as the licensee continues to own or control any critical support infrastructure.[19/2011]
(4) The Minister may, after consulting with the Authority, by notification in the Gazette, revoke any declaration under subsection (1).[32H
[19/2011]
Meaning and effect of special administration order
46.—(1) A special administration order is an order of the Minister, made in accordance with section 47 in relation to a specified telecommunication licensee, directing that during the period for which the order is in force, the affairs, business and property of that licensee must be managed by a person appointed by the Minister (which may include the Authority) —(a)
for securing one or more of the purposes of such an order set out in subsection (2); and
(b)
in a manner which protects the respective interests of the shareholders and the creditors of the licensee.[19/2011]
(2) The purposes mentioned in subsection (1)(a) are —(a)
the security and reliability of the supply of telecommunication services in Singapore;
(b)
the survival of the specified telecommunication licensee, or the whole or any part of its business or undertaking, as a going concern;
(c)
the transfer to another person, or (as respects different parts of its business or undertaking) to 2 or more different persons, as a going concern, of so much of the specified telecommunication licensee’s business or undertaking as it is necessary to transfer in order to ensure that the functions and duties which have been vested in the licensee by virtue of its licence may be properly carried out; and
(d)
the carrying out of the functions and duties vested in the specified telecommunication licensee, pending the making of the transfer and the vesting of those functions and duties in any other person or persons.[19/2011]
(3) The Minister may make regulations for giving effect to this Part, including —(a)
regulations governing the transfer of a specified telecommunication licensee’s business or undertaking mentioned in subsection (2)(c); and
(b)
where a special administration order is made, regulations for applying, omitting or modifying the provisions of Parts 7 and 9 of the Insolvency, Restructuring and Dissolution Act 2018.[32I
[19/2011; 40/2018]
[Act 31 of 2022 wef 01/11/2022]
Power to make special administration order, etc.
47.—(1) If, on an application made to the Minister by the Authority in relation to any specified telecommunication licensee, the Minister is satisfied that any one or more of the grounds specified in subsection (2) are satisfied in relation to that licensee, the Minister may make any one or more of the following orders:(a)
a special administration order in relation to that licensee;
(b)
an order requiring the licensee immediately to take any action or to do or not to do any act or thing in relation to its business as the Minister may consider necessary;
(c)
an order appointing a person to advise that licensee in the proper conduct of its business.[19/2011]
(2) The grounds mentioned in subsection (1) are that —(a)
there has been, is or is likely to be a contravention by the specified telecommunication licensee of the conditions of its licence or of this Act which is serious enough to make it inappropriate for the licensee to continue to hold the licence;
(b)
the specified telecommunication licensee is or is likely to be unable to pay its debts;
(c)
the Minister considers it in the interest of the security and reliability of the supply of telecommunication services in Singapore; and
(d)
the Minister considers it to be in the public interest.[19/2011]
(3) The Minister may make a special administration order in relation to a specified telecommunication licensee despite the commencement of —(a)
any proceedings relating to the making of an order under section 210 of the Companies Act 1967 or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to the specified telecommunication licensee;
(b)
any proceedings relating to the making of a judicial management order under the Insolvency, Restructuring and Dissolution Act 2018 in relation to the specified telecommunication licensee;
(c)
any meeting convened under section 94(7) of the Insolvency, Restructuring and Dissolution Act 2018 in relation to the specified telecommunication licensee; or
(d)
any proceedings under the Insolvency, Restructuring and Dissolution Act 2018 relating to the winding up of the affairs of the specified telecommunication licensee.[19/2011; 15/2017; 40/2018]
(4) Notice of any application under subsection (1) must be given immediately by the Authority to such persons and in such manner as may be determined by the Authority.[19/2011]
(5) Any decision of the Minister under subsection (1) is final.[19/2011]
(6) For the purposes of this section, a specified telecommunication licensee, being a company, is unable to pay its debts if it is deemed to be unable to pay its debts under section 125(2) of the Insolvency, Restructuring and Dissolution Act 2018.[19/2011; 40/2018]
(7) The Minister may at any time (whether or not the appointment of the person has terminated) fix the remuneration and expenses to be paid by a specified telecommunication licensee to any person appointed by the Minister under subsection (1)(c) to advise the licensee in the proper conduct of its business.[19/2011]
(8) Where the Minister issues an order to a specified telecommunication licensee under subsection (1) and the licensee fails to comply with that order, the licensee shall be guilty of an offence.[32J
[19/2011]
Transfer of property, etc., under special administration order
48.—(1) Without limiting sections 46 and 47, a special administration order may provide for the following matters:(a)
the transfer of the property, rights and liabilities of a specified telecommunication licensee to one or more prescribed transferees;
(b)
matters that are consequential or related to any such transfer.[19/2011]
(2) If the Minister makes a special administration order providing for any matter mentioned in subsection (1), the Minister must, within 6 months after the making of the order, by notification in the Gazette, establish a scheme for determining the amount of any compensation payable to the specified telecommunication licensee for the transfer of its property, rights and liabilities.[19/2011]
(3) A scheme established under subsection (2) may provide for —(a)
the manner in which any compensation or consideration is to be assessed, including methods of calculation, valuation dates and matters to be taken into account or disregarded when making valuations;
(b)
the assessment to be made by an independent valuer appointed by the Minister; and
(c)
the remuneration and expenses of the independent valuer.[32K
[19/2011]
Restrictions on voluntary winding up, etc.
49.—(1) Despite any other written law —(a)
a specified telecommunication licensee must not be wound up voluntarily without the consent of the Authority;
(b)
a person must not make any application under section 210 of the Companies Act 1967 or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to a specified telecommunication licensee, unless that person has served 14 days’ notice in writing of the person’s intention to make that application on the Authority;
(c)
a person must not make any application for a judicial management order under the Insolvency, Restructuring and Dissolution Act 2018 in relation to a specified telecommunication licensee, unless that person has served 14 days’ notice in writing of the person’s intention to make that application on the Authority;
(d)
a specified telecommunication licensee must not appoint an interim judicial manager under section 94(3) of the Insolvency, Restructuring and Dissolution Act 2018, unless that licensee has served 14 days’ notice in writing of that licensee’s intention to make the appointment on the Authority;
(e)
a person must not take any step to enforce any security over a specified telecommunication licensee’s property, unless that person has served 14 days’ notice in writing of the person’s intention to take that step on the Authority; and
(f)
a person must not take any step to enforce any judgment or order of court obtained against a specified telecommunication licensee, unless that person has served 14 days’ notice in writing of the person’s intention to take that step on the Authority.[19/2011; 15/2017; 40/2018]
[Act 25 of 2021 wef 01/04/2022]
(2) The Authority is a party to —(a)
any proceedings relating to the making of an order under section 210 of the Companies Act 1967 or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to a specified telecommunication licensee;
(b)
any proceedings relating to the making of a judicial management order under the Insolvency, Restructuring and Dissolution Act 2018 in relation to a specified telecommunication licensee;
(c)
any meeting convened under section 94(7) of the Insolvency, Restructuring and Dissolution Act 2018 in relation to a specified telecommunication licensee; and
(d)
any proceedings under the Insolvency, Restructuring and Dissolution Act 2018 relating to the winding up of the affairs of a specified telecommunication licensee.[19/2011; 15/2017; 40/2018]
(3) A court must, when deciding any proceedings mentioned in subsection (2), take into consideration any representations made by the Authority in those proceedings.[32L
[19/2011]
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
