Interpretation of this Part
32A.—(1)  In this Part, unless the context otherwise requires —
“12% controller” means —
(a)in relation to a designated telecommunication licensee, a person who, alone or together with his associates —
(i)holds 12% or more but less than 30% of the total number of voting shares in the designated telecommunication licensee; or
(ii)is in a position to control 12% or more but less than 30% of the voting power in the designated telecommunication licensee;
(b)in relation to a designated business trust, a person who, alone or together with his associates —
(i)holds 12% or more but less than 30% of the total number of units in the designated business trust; or
(ii)is in a position to control 12% or more but less than 30% of the voting power in the designated business trust; or
(c)in relation to a designated trust, a person who, alone or together with his associates —
(i)holds 12% or more but less than 30% of the equity interests in the designated trust; or
(ii)is in a position to control 12% or more but less than 30% of the voting power in the designated trust;
“30% controller” means —
(a)in relation to a designated telecommunication licensee, a person who, alone or together with his associates —
(i)holds 30% or more of the total number of voting shares in the designated telecommunication licensee; or
(ii)is in a position to control 30% or more of the voting power in the designated telecommunication licensee;
(b)in relation to a designated business trust, a person who, alone or together with his associates —
(i)holds 30% or more of the total number of units in the designated business trust; or
(ii)is in a position to control 30% or more of the voting power in the designated business trust; or
(c)in relation to a designated trust, a person who, alone or together with his associates —
(i)holds 30% or more of the equity interests in the designated trust; or
(ii)is in a position to control 30% or more of the voting power in the designated trust;
“business” means —
(a)in relation to a designated business trust, the business relating to the trust property of the designated business trust and managed and operated by the trustee-manager of the designated business trust in its capacity as trustee-manager of the designated business trust; or
(b)in relation to a designated trust, such business relating to the trust property of the designated trust as is prescribed by any regulations made under section 74;
“business trust” has the same meaning as in section 2 of the Business Trusts Act (Cap. 31A);
“corporation” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
“designated business trust” means a business trust that —
(a)is established wholly or partly in respect of a telecommunication system (or any part thereof) operated by a telecommunication system licensee; and
(b)has been declared by the Authority under subsection (2) to be a designated business trust for the purposes of this Part;
“designated telecommunication licensee” means a telecommunication licensee that is a corporation and that —
(a)has been declared by the Authority under subsection (2) to be a designated telecommunication licensee for the purposes of this Part; or
(b)belongs to a class of telecommunication licensees which has been declared by the Authority under subsection (2) to be a class of designated telecommunication licensees for the purposes of this Part;
“designated trust” means a trust that —
(a)is prescribed, or belongs to a class of trusts prescribed, by any regulations made under section 74;
(b)is established wholly or partly in respect of a telecommunication system (or any part thereof) operated by a telecommunication system licensee; and
(c)has been declared by the Authority under subsection (2) to be a designated trust for the purposes of this Part;
“effective control” means —
(a)in relation to a designated telecommunication licensee, the ability to cause the designated telecommunication licensee to take, or to refrain from taking, a major decision regarding the management or operations of the designated telecommunication licensee;
(b)in relation to a designated business trust, the ability to cause the trustee-manager of the designated business trust to take, or to refrain from taking, a major decision regarding the management or operations of the designated business trust; or
(c)in relation to a designated trust, the ability to cause the trustee of the designated trust to take, or to refrain from taking, a major decision regarding the management or operations of the designated trust;
“equity interest” means —
(a)in relation to a corporation, a voting share in that corporation;
(b)in relation to a designated business trust, a unit in that designated business trust; or
(c)in relation to a designated trust, any right or interest, whether legal or equitable, in that designated trust which gives the holder of that right or interest voting power in that designated trust;
“related corporation” has the same meaning as in section 4(1) of the Companies Act;
“relative”, in relation to a person, means —
(a)the person’s spouse;
(b)a parent or remoter lineal ancestor, or a step-parent, of the person;
(c)a child or remoter issue, or a step-child, of the person; or
(d)a sibling or step-sibling of the person;
“share” has the same meaning as in section 4(1) of the Companies Act;
“treasury share” has the same meaning as in section 4(1) of the Companies Act;
“trustee-manager” has the same meaning as in section 2 of the Business Trusts Act;
“unit” has the same meaning as in section 2 of the Business Trusts Act;
“unitholder” has the same meaning as in section 2 of the Business Trusts Act;
“voting share” has the same meaning as in section 4(1) of the Companies Act.
(2)  The Authority may, by notification in the Gazette, do one or more of the following:
(a)declare any telecommunication licensee to be a designated telecommunication licensee for the purposes of this Part;
(b)declare any class of telecommunication licensees to be a class of designated telecommunication licensees for the purposes of this Part;
(c)declare any business trust to be a designated business trust for the purposes of this Part, if the business trust is established wholly or partly in respect of a telecommunication system (or any part thereof) operated by a telecommunication system licensee;
(d)declare any trust to be a designated trust for the purposes of this Part, if the trust —
(i)is prescribed, or belongs to a class of trusts prescribed, by any regulations made under section 74; and
(ii)is established wholly or partly in respect of a telecommunication system (or any part thereof) operated by a telecommunication system licensee;
(e)vary or revoke any declaration of a designated telecommunication licensee, a designated business trust or a designated trust;
(f)vary or revoke any declaration of a class of designated telecommunication licensees.
(3)  For the purposes of this Part, in relation to a designated telecommunication licensee the whole or any portion of the share capital of which consists of stock, an interest of a person in any such stock shall be deemed to be an interest in an issued share in the designated telecommunication licensee having the same nominal amount as the amount of that stock and having attached to it the same rights as are attached to that stock.
(4)  For the purposes of this Part, a person, A, is an associate of another person, B, if —
(a)A is a relative of B;
(b)A is a related corporation of B;
(c)A is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B or, where B is a corporation, of the directors of B;
(d)B is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A or, where A is a corporation, of the directors of A;
(e)A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B or, where B is a corporation, of the directors of B;
(f)B is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A or, where A is a corporation, of the directors of A;
(g)A is a corporation in which B, alone or together with other associates of B as described in paragraphs (b) to (f), is in a position to control not less than 12% of the voting power in A;
(h)B is a corporation in which A, alone or together with other associates of A as described in paragraphs (b) to (f), is in a position to control not less than 12% of the voting power in B;
(i)A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares, units or other equity interests in, or with respect to the exercise of their voting power in relation to, a designated telecommunication licensee, a designated business trust or a designated trust; or
(j)A is related to B in such other manner as may be prescribed by any regulations made under section 74.
(5)  For the purposes of this Part —
(a)a person holds a voting share in a corporation if he has any legal or equitable interest in that share, other than an interest that is to be disregarded under subsection (7);
(b)a person holds a unit in a business trust if he has any legal or equitable interest in that unit, other than an interest that is to be disregarded under subsection (10); and
(c)a person holds an equity interest in a trust if he has any legal or equitable interest in that equity interest, other than an interest that is to be disregarded under subsection (12).
(6)  Except as otherwise provided in subsection (7), for the purposes of this Part, a person shall be deemed to have an interest in a share, if —
(a)the person has entered into a contract to purchase that share; or
(b)the person, not being the registered holder of that share, is entitled (otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members) to exercise or control the exercise of a right attached to that share.
(7)  For the purposes of subsections (5)(a) and (6), there shall be disregarded —
(a)an interest in a share of a person who holds the share as bare trustee;
(b)an interest in a share of a person whose ordinary business includes the lending of money, if he holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money;
(c)an interest in a share of a person whose ordinary business includes the underwriting of securities, if he holds the interest only as an underwriter or a sub-underwriter to any offering of shares of a designated telecommunication licensee;
(d)an interest in a share held by a person —
(i)in his capacity as a liquidator, the Official Receiver, the Official Assignee or the Public Trustee; or
(ii)by reason of his holding such other office as may be prescribed for the purposes of section 7(9)(c) of the Companies Act;
(e)an interest of a corporation in its own shares purchased or otherwise acquired in accordance with sections 76B to 76G of the Companies Act (including treasury shares); and
(f)such interest in a share as may be prescribed for the purposes of section 7(9)(d) of the Companies Act, being an interest of such person, or of a person belonging to such class of persons, as may be prescribed for the purposes of that provision.
(8)  Section 7(7), (8) and (10) of the Companies Act shall apply in determining whether a person has an interest in a share for the purposes of subsections (5)(a) and (6).
(9)  Except as otherwise provided in subsection (10), for the purposes of this Part, a person shall be deemed to have an interest in a unit, if —
(a)the person has entered into a contract to purchase that unit; or
(b)the person, not being the registered holder of that unit, is entitled (otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of unitholders of a business trust or of a class of its unitholders) to exercise or control the exercise of a right attached to that unit.
(10)  For the purposes of subsections (5)(b) and (9), there shall be disregarded —
(a)an interest in a unit of a person who holds the unit as bare trustee;
(b)an interest in a unit of a person whose ordinary business includes the lending of money, if he holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money;
(c)an interest in a unit of a person whose ordinary business includes the underwriting of securities, if he holds the interest only as an underwriter or a sub-underwriter to any offering of units of a designated business trust; and
(d)an interest in a unit held by a person in his capacity as a liquidator, the Official Receiver, the Official Assignee or the Public Trustee.
(11)  Except as otherwise provided in subsection (12), for the purposes of this Part, a person shall be deemed to have an equity interest in a designated trust, if —
(a)the person has entered into a contract to purchase that equity interest; or
(b)the person, not being the holder of that equity interest, is entitled (otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of holders of equity interests in the designated trust or of a class of its holders of equity interests) to exercise or control the exercise of a right attached to that equity interest.
(12)  For the purposes of subsections (5)(c) and (11), there shall be disregarded —
(a)an equity interest of a person who holds the interest as bare trustee;
(b)an equity interest of a person whose ordinary business includes the lending of money, if he holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money;
(c)an equity interest of a person whose ordinary business includes the underwriting of securities, if he holds the interest only as an underwriter or a sub-underwriter to any offering of equity interests in a designated trust; and
(d)an equity interest held by a person in his capacity as a liquidator, the Official Receiver, the Official Assignee or the Public Trustee.
(13)  For the purposes of this Part, a reference to control of a percentage of the voting power in a designated telecommunication licensee, designated business trust or designated trust is a reference to control that is direct or indirect, including control that is exercisable as a result of or by means of arrangements or practices, whether or not having legal or equitable force and whether or not based on legal or equitable rights, of that percentage of the total number of votes that may be cast in a general meeting of the designated telecommunication licensee, designated business trust or designated trust, as the case may be.
(14)  For the purposes of subsection (13), there shall be disregarded any control of any voting power in a designated telecommunication licensee, designated business trust or designated trust that is exercisable —
(a)by a person, by virtue of holding an interest in a share of the designated telecommunication licensee, a unit of the designated business trust or an equity interest in the designated trust, as the case may be, as a bare trustee;
(b)by a person whose ordinary business includes the lending of money, by virtue of holding an interest in a share of the designated telecommunication licensee, a unit of the designated business trust or an equity interest in the designated trust, as the case may be, only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money;
(c)by a person whose ordinary business includes the underwriting of securities, by virtue of holding an interest in a share of the designated telecommunication licensee, a unit of the designated business trust or an equity interest in the designated trust, as the case may be, only as an underwriter or a sub-underwriter to any offering of shares of the designated telecommunication licensee, units of the designated business trust or equity interests in the designated trust, as the case may be; or
(d)by a person, by virtue of holding an interest in a share of the designated telecommunication licensee, a unit of the designated business trust or an equity interest in the designated trust, as the case may be —
(i)in his capacity as a liquidator, the Official Receiver, the Official Assignee or the Public Trustee; or
(ii)by reason of his holding such other office as may be prescribed for the purposes of section 7(9)(c) of the Companies Act.
(15)  Where a corporation is limited both by shares and by guarantee or does not have a share capital, this section shall have effect as if the members of the corporation were shareholders in the corporation.
[Act 19 of 2011 wef 01/02/2012]