s 21B Interpretation of this Part
21B.—(1) In this Part —“5% controller”, in relation to a designated entity, means a person who, alone or together with that person’s associates —(a) holds 5% or more, but less than 25%, of the total equity interests in that designated entity; or (b) is in a position to control 5% or more, but less than 25%, of the voting power in that designated entity; “25% controller”, in relation to a designated entity, means a person who, alone or together with that person’s associates —(a) holds 25% or more, but less than 50%, of the total equity interests in that designated entity; or (b) is in a position to control 25% or more, but less than 50%, of the voting power in that designated entity; “50% controller”, in relation to a designated entity, means a person who, alone or together with that person’s associates —(a) holds 50% or more, but less than 75%, of the total equity interests in that designated entity; or (b) is in a position to control 50% or more, but less than 75%, of the voting power in that designated entity; “75% controller”, in relation to a designated entity, means a person who, alone or together with that person’s associates —(a) holds 75% or more of the total equity interests in that designated entity; or (b) is in a position to control 75% or more of the voting power in that designated entity; “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; “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; “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; “decrease”, in relation to the holding of equity interests, includes a decrease to a point of nil; “director” has the meaning given by section 4(1) of the Companies Act 1967; “equity interest” —(a) in relation to a corporation — means a voting share in that corporation; (b) in relation to an entity other than a corporation — means 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 (c) in relation to a business trust — means a unit in that business trust; “increase”, in relation to the holding of equity interests, 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; “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 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 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 21D(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; “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 a designated entity is 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. (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. (4) In this Part —(a) a reference to the 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]