s 86A Interpretation of this Part
86A.—(1) In this Part —“5% controller”, in relation to a designated operating entity or designated equity interest holder, means a person who, alone or together with the person’s associates —(a) holds 5% or more, but less than 25%, of the total equity interests in; or (b) is in a position to control 5% or more, but less than 25%, of the voting power in, the designated operating entity or designated equity interest holder, as the case may be; [Act 20 of 2024 wef 01/04/2025] “25% controller”, in relation to a designated operating entity or designated equity interest holder, means a person who, alone or together with the person’s associates —(a) holds 25% or more, but less than 50%, of the total equity interests in; or (b) is in a position to control 25% or more, but less than 50%, of the voting power in, the designated operating entity or designated equity interest holder, as the case may be; [Act 20 of 2024 wef 01/04/2025] “50% controller”, in relation to a designated operating entity or designated equity interest holder, means a person who, alone or together with the person’s associates —(a) holds 50% or more, but less than 75%, of the total equity interests in; or (b) is in a position to control 50% or more, but less than 75%, of the voting power in, the designated operating entity or designated equity interest holder, as the case may be; [Act 20 of 2024 wef 01/04/2025] “75% controller”, in relation to a designated operating entity or designated equity interest holder, means a person who, alone or together with the person’s associates —(a) holds 75% or more of the total equity interests in; or (b) is in a position to control 75% or more of the voting power in, the designated operating entity or designated equity interest holder, as the case may be; [Act 20 of 2024 wef 01/04/2025] “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 designated entity or the trustee-manager of a designated entity, means an individual (by whatever name called) who —(a) is in the direct employment of, or acting for or by arrangement with, the designated entity or trustee-manager, as the case may be; and (b) is principally responsible for the management and conduct of the business of the designated entity or trustee-manager, as the case may be, and includes any individual for the time being performing all or any of the functions of a chief executive officer; [Act 20 of 2024 wef 01/04/2025] “commencement date” means the date of commencement of section 33 of the Transport Sector (Critical Firms) Act 2024;[Act 20 of 2024 wef 01/04/2025] “control” includes control as a result of, or by means of, any trust, 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; “Depository” has the meaning given by section 81SF of the Securities and Futures Act 2001; [Deleted by Act 20 of 2024 wef 01/04/2025] “designated entity” means a designated equity interest holder or a designated operating entity;[Act 20 of 2024 wef 01/04/2025] “designated equity interest holder” means an entity that has been designated as a designated equity interest holder under section 86D, and includes an entity that was designated as such under that section as in force immediately before the commencement date and which designation as such had not been revoked before that date;[Act 20 of 2024 wef 01/04/2025] [Deleted by Act 20 of 2024 wef 01/04/2025] “designated operating entity” means —(a) an entity that has been designated as a designated operating entity under section 86D on or after the commencement date; or (b) an entity that was designated as a designated public licensee or designated business trust under section 86D as in force immediately before the commencement date, and which designation as such had not been revoked before that date;[Act 20 of 2024 wef 01/04/2025] “director” has the meaning given by section 4(1) of the Companies Act 1967; “effective designation date”, in relation to a designated entity, means —(a) in the case of an entity that has been designated as a designated operating entity or designated equity interest holder under section 86D on or after the commencement date — the date specified under section 86D(3) on which the designation takes effect; or (b) in the case of a designated entity that was designated as a designated public licensee, designated business trust or designated equity interest holder under section 86D as in force immediately before the commencement date, and which designation as such had not been revoked before that date — the last day of the period of 14 days after that date;[Act 20 of 2024 wef 01/04/2025] “entity” means any sole proprietorship, partnership, corporation or other body of persons, whether corporate or unincorporate, and includes a business trust;[Act 20 of 2024 wef 01/04/2025] “equity interest” means —(a) in relation to a corporation — a voting share in that corporation;[Act 20 of 2024 wef 01/04/2025] (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; and[Act 20 of 2024 wef 01/04/2025] (c) in relation to a business trust — a unit in that business trust; “essential transport service” means —(a) any marine services and facilities; (b) any port services and facilities; or (c) any service specified or described in the Third Schedule —(i) for, or to support, the provision of sea transport; or (ii) the provision of which by any person is prohibited under any written law unless the person is —(A) licensed, approved, authorised, permitted, recognised, registered or otherwise allowed by the Authority to provide the service; or (B) exempted for the purposes of the service;[Act 20 of 2024 wef 01/04/2025] “increase”, in relation to the holding of equity interest, includes an increase from a starting point of nil; “indirect controller”, in relation to a designated 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 designated entity —(a) whose directions, instructions or wishes —(i) the directors or other officers of the designated entity; or (ii) the trustee-manager (in the case of a designated entity that is a business trust), is 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 designated entity, but does not include — (c) any person who is —(i) a director or other officer of the designated entity; or (ii) the trustee-manager (in the case of a designated entity that is a business trust); or (d) any person whose directions, instructions or wishes —(i) the directors or other officers of the designated entity; or (ii) the trustee-manager (in the case of a designated entity that is a business trust), is accustomed to act in accordance with by reason only that the acting is on advice given by the person in that person’s professional capacity; [Act 20 of 2024 wef 01/04/2025] “licensed service” means a service or facility provided under a licence issued by the Authority under any written law;[Act 20 of 2024 wef 01/04/2025] “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 General Division of the High Court or by the creditors; (c) any liquidator of the corporation appointed in a voluntary winding up or by the General Division of the High Court or by the creditors; and (d) any judicial manager of the corporation appointed 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 86C(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; “trustee‑manager” 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;[Act 20 of 2024 wef 01/04/2025] “voting share” has the meaning given by section 4(1) of the Companies Act 1967 but does not include a treasury share.[40/2017; 40/2018; 40/2019] [Act 20 of 2024 wef 01/04/2025] (2) A reference in this Part to the control of a percentage of the voting power in a designated 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 designated entity; or (b) in the case of a designated entity that is a business trust — a general meeting of the unitholders of the business trust.[Act 20 of 2024 wef 01/04/2025] (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 meeting by reason of having been appointed a proxy or representative to vote at the meeting is to be disregarded.[40/2017] (4) In this Part —(a) a reference to a chairperson of a board of directors includes an individual (by whatever name called) acting in that capacity; (b) a reference to the business or operations of an entity that is a business trust is to the business or operations (as the case may be) carried on by the trustee-manager of the business trust on behalf of the business trust; and (c) a reference to a condition imposed by the Authority includes a condition added or varied by the Authority.[Act 20 of 2024 wef 01/04/2025]