s 29W Interpretation of this Division
29W.—(1) In this Division, unless the context otherwise requires —“5% controller”, in relation to a cruise terminal licensee, means a person who, alone or together with the person’s associates —(a) holds 5% or more of the total equity interests in; or (b) is in a position to control 5% or more of the voting power in, the cruise terminal licensee; “25% controller”, in relation to a cruise terminal licensee, means a person who, alone or together with the person’s associates —(a) holds 25% or more of the total equity interests in; or (b) is in a position to control 25% or more of the voting power in, the cruise terminal licensee; “50% controller”, in relation to a cruise terminal licensee, means a person who, alone or together with the person’s associates —(a) holds 50% or more of the total equity interests in; or (b) is in a position to control 50% or more of the voting power in, the cruise terminal licensee; “acquisition” includes an agreement to acquire, but does not include —(a) an acquisition by will or by devolution 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; “control” includes control as a result of, or by means of, trust, agreement, arrangement, understanding or practice, whether or not having legal or equitable force and whether or not based on legal or equitable rights; “director” has the meaning given by section 4(1) of the Companies Act 1967; “equity interest” means —(a) in relation to a cruise terminal licensee that is a corporation —(i) a voting share in that corporation; (ii) an interest in a voting share in that corporation; or (iii) any other legal or equitable interest in a voting share in that corporation except for such interest as is to be disregarded under section 7 of the Companies Act 1967; (b) in relation to a cruise terminal licensee that is a trustee-manager of a business trust — a unit in that business trust; (c) in relation to a cruise terminal licensee that is a trustee of 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; and (d) in relation to any other cruise terminal licensee — any right or interest, whether legal or equitable, in that person which gives the holder of that right or interest voting power in that person, and includes such other interests, or such other interests in such other circumstances, as may be prescribed; “increase” includes an increase from a starting point of nil; “indirect controller”, in relation to a cruise terminal licensee, 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 licensee —(a) in accordance with whose directions, instructions or wishes the directors or other officers of the cruise terminal licensee are accustomed or under an obligation, whether formal or informal, to act; or (b) who is in a position to determine the policy of the cruise terminal licensee, but does not include any person in accordance with whose directions, instructions or wishes the directors or other officers of the cruise terminal licensee are accustomed to act by reason only that they act on advice given by the person in the person’s professional capacity; “officer” —(a) in relation to a corporation, includes —(i) a director, a secretary or an employee of the corporation; (ii) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; or (iii) a liquidator of the corporation appointed in a voluntary winding up; (b) in relation to a partnership, includes a partner of the partnership; and (c) in relation to a limited partnership or limited liability partnership, includes a partner or manager of the limited liability partnership, and includes (whether in relation to an entity mentioned in paragraph (a), (b) or (c) or any other entity) such other person as may be prescribed; “relative”, in relation to a person, means —(a) the person’s spouse; (b) a parent or remoter lineal ancestor of the person; (c) a son, daughter or remoter issue of the person; or (d) a brother or sister of the person; “share”, in relation to a corporation, means a share in the share capital of the corporation, and includes —(a) stock into which all or any of the share capital of the corporation has been converted; and (b) an interest in such a share or in such stock; “treasury share” has the meaning given by section 4(1) of the Companies Act 1967; “voting share” has the meaning given by section 4(1) of the Companies Act 1967 but does not include a treasury share. (2) In this Division, a person is entitled to acquire anything if the person is absolutely or contingently entitled to acquire it, whether because of any constituent document of a corporation, the exercise of any right or option or for any other reason.[Act 28 of 2022 wef 01/04/2023]