PART 1 | AMENDMENT OF BUS SERVICES INDUSTRY ACT 2015 |
| 2. In the Bus Services Industry Act 2015 (called in this Part the BSI Act), in the long title, after “in Singapore”, insert “, and to control entities providing essential transport services and their equity interest holders”. |
3. In the BSI Act, in section 2 —| (a) | delete “, unless the context otherwise requires”; | | (b) | after the definition of “bus stopping point”, insert —| “ “business trust” and “trustee‑manager” have the meanings given by section 2 of the Business Trusts Act 2004;”; |
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| | (c) | after the definition of “company”, insert —| “ “corporation” has the meaning given by section 4(1) of the Companies Act 1967;”; |
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| | (d) | after the definition of “courtesy bus service”, insert —| “ “designated entity” means a designated equity interest holder or a designated operating entity; |
| “designated equity interest holder” means an entity that has been designated as a designated equity interest holder under section 28E; |
| “designated operating entity” means an entity that has been designated as a designated operating entity under section 28E;”; and |
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| | (e) | after the definition of “director”, insert —| “ “effective designation date”, in relation to a designated entity, means the date specified under section 28E(3) as the date on which the designation of that entity as a designated operating entity or designated equity interest holder (as the case may be) takes effect; |
| “entity” means any sole proprietorship, partnership, corporation or other body of persons, whether corporate or unincorporate, and includes a business trust; |
“essential transport service” means —| (a) | the service of operating any bus depot or bus interchange; | | (b) | any bus service specified or described in the Schedule; or | | (c) | any service specified or described in the Schedule which is necessary —| (i) | for the continuity of; or | | (ii) | for supporting, |
| the provision of any bus service mentioned in paragraph (b) or the operation of any bus depot or bus interchange;”. |
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4. In the BSI Act, in section 3, after paragraph (a), insert —| “(aa) | to control entities providing essential transport services and their equity interest holders;”. |
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| 5. In the BSI Act, in section 5(1), after “bus interchanges,”, insert “and the control of entities providing essential transport services and their equity interest holders,”. |
6. In the BSI Act, in section 19 —| (a) | replace subsection (2) with —| “(1A) A person must not be appointed as a manager of, or become a partner in, a limited liability partnership that is a bus operator holding a Class 1 bus service licence, unless the licensee has obtained the prior written approval of the LTA. |
| (2) A person must not become a partner in a partnership that is a bus operator holding a Class 1 bus service licence unless the person has obtained the prior written approval of the LTA.”; |
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| | (b) | before subsection (3), insert —“(2A) The LTA may —| (a) | grant an approval under this section subject to any conditions that the LTA considers appropriate to impose; and | | (b) | at any time add to, vary or revoke any condition so imposed.”; |
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| | (c) | in subsection (3), replace “Where an individual” with “Where a person”; | | (d) | in subsection (3), replace paragraph (c) with —| “(c) | is appointed a manager of or becomes a partner in a limited liability partnership in contravention of subsection (1A), or becomes a partner in a partnership in contravention of subsection (2),”; |
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| | (e) | in subsection (3), replace paragraph (f) with —| “(f) | to remove that manager or partner.”; and |
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| | (f) | replace subsections (4) and (5) with —| “(4) This section has effect despite the provisions of any other written law and the provisions of the memorandum or articles of association, limited liability partnership, partnership contract or other constitution, of the bus operator holding the Class 1 bus service licence. |
| (5) Nothing in subsection (3) is to be taken as depriving a person who is removed under that subsection of compensation or damages payable to the person in respect of the termination of the person’s appointment as a chief executive officer, director or chairperson of the board of directors or the person’s removal as a manager or partner. |
| (6) This section does not apply to or in relation to any bus operator holding a Class 1 bus service licence that has been designated as a designated operating entity, starting on its effective designation date and while it remains so designated.”. |
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| Replacement of section 21 |
7. In the BSI Act, replace section 21 with —| “Restrictions on voluntary winding up, etc., of bus operators holding Class 1 bus service licences |
21.—(1) Despite any other written law —| (a) | a bus operator holding a Class 1 bus service licence cannot be wound up voluntarily without the consent of the LTA; | | (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 bus operator holding a Class 1 bus service licence, unless that person has served 14 days’ notice in writing of that person’s intention to make that application on the LTA; | | (c) | no judicial management order under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 may be made in relation to a bus operator holding a Class 1 bus service licence without the consent of the LTA; | | (d) | no interim judicial manager or judicial manager may be appointed under section 94 of the Insolvency, Restructuring and Dissolution Act 2018 in respect of a bus operator holding a Class 1 bus service licence without the consent of the LTA; | | (e) | a person must not take any step to enforce any security over the property of a bus operator holding a Class 1 bus service licence unless that person has served 14 days’ notice in writing of that person’s intention to take that step on the LTA; and | | (f) | a person must not take any step to execute or enforce any judgment or order of court obtained against a bus operator holding a Class 1 bus service licence unless that person has served 14 days’ notice in writing of that person’s intention to take that step on the LTA. |
(2) The LTA must be 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 bus operator holding a Class 1 bus service licence; | | (b) | any proceedings relating to the making of a judicial management order under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to a bus operator holding a Class 1 bus service licence; and | | (c) | any proceedings under the Insolvency, Restructuring and Dissolution Act 2018 relating to the winding up of the affairs of a bus operator holding a Class 1 bus service licence. |
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| (3) A court must, when deciding any proceedings mentioned in subsection (2), take into consideration any representations made by the LTA in those proceedings. |
| (4) This section does not apply to or in relation to any bus operator holding a Class 1 bus service licence that has been designated as a designated operating entity, starting on its effective designation date and while it remains so designated.”. |
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8. In the BSI Act, after Part 4, insert —“PART 4A | CONTROL OF DESIGNATED ENTITIES |
| Extraterritorial application of this Part |
28A.—(1) Except where otherwise expressly provided, this Part applies to, and in relation to —| (a) | all individuals, whether resident in Singapore or not and whether citizens of Singapore or not; and | | (b) | all bodies corporate or unincorporate, whether incorporated, formed, established, or carrying on business in Singapore or not. |
| (2) Every person who, outside Singapore, commits an act or omission that, if committed in Singapore, would constitute an offence under this Part, is deemed to commit the act or omission in Singapore and may be proceeded against, charged, tried and punished accordingly. |
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| Interpretation of this Part |
28B.—(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; |
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“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; |
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“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; |
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“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; |
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“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; |
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| “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 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; |
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| “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; |
“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; |
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| “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, |
| (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; |
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| “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; |
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| “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 28D(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; |
| “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. |
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| (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 LTA includes a condition added or varied by the LTA. |
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| What holding an equity interest means |
28C.—(1) In this Part, a person holds an equity interest if the person —| (a) | has or is deemed to have an equity interest in accordance with subsections (2) to (8); or | | (b) | otherwise has a legal or equitable interest in that equity interest, |
| except for any interest prescribed under section 49 as an interest that is to be disregarded. |
| (2) Subject to subsection (3), a person has an equity interest if the person has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, that equity interest. |
| (3) It is immaterial that the authority of a person to dispose of, or to exercise control over the disposal of, the equity interest mentioned in subsection (2) is, or is capable of being made, subject to restraint or restriction. |
| (4) It is immaterial, for the purposes of determining whether a person has an equity interest, that the interest cannot be related to a particular share, an interest or a right that gives its holder voting power, or a unit of a business trust, as the case may be. |
(5) A person is deemed to have an equity interest if —| (a) | any property held in trust consists of or includes the equity interest; and | | (b) | the person knows, or has reasonable grounds for believing, that the person has an interest under that trust. |
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(6) A person is also deemed to have an equity interest if that person —| (a) | has entered into a contract to purchase the equity interest; | | (b) | has a right, otherwise than by reason of having an interest under a trust, to have the equity interest transferred to (or to the order of) that person, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; | | (c) | has the right to acquire the equity interest under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or | | (d) | is entitled (otherwise than by reason of having been appointed a proxy or representative) to vote at —| (i) | a general meeting of the designated entity; or | | (ii) | in the case of a designated entity that is a business trust — a general meeting of the unitholders of the business trust, |
| to exercise or control the exercise of a right attached to the equity interest, not being an equity interest in which that person has a legal or equitable interest. |
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| (7) A person is not to be deemed as not having an equity interest by reason only that the person has the equity interest jointly with another person. |
(8) An equity interest is not to be disregarded by reason only of —| (a) | its remoteness; | | (b) | the manner in which it arose; or | | (c) | the fact that the exercise of a right conferred by the equity interest is, or is capable of being made, subject to restraint or restriction. |
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| Meanings of “associate”, “related corporation”, “subsidiary” and “holding company” |
28D.—(1) In this Part, a person (A) is an associate of another person (B) if —| (a) | A is the spouse, or a parent, step‑parent or remoter lineal ancestor, or a son, stepson, daughter, stepdaughter or remoter issue, or a brother or sister, of B; | | (b) | A is a partner of B in a partnership or limited liability partnership; | | (c) | A is a corporation of which B is an officer; | | (d) | B is a corporation of which A is an officer; | | (e) | A and B are officers of the same corporation; | | (f) | A is an employee of B; | | (g) | B is an employee of A; | | (h) | A and B are employees of the same employer; | | (i) | A is the trustee of a discretionary trust where B (or another person who is an associate of B by virtue of any paragraph, except this paragraph and paragraphs (j) and (r)) benefits, or is capable (whether by exercise of a power of appointment or otherwise) of benefitting, under the trust, either directly or through interposed entities or trusts; | | (j) | B is the trustee of a discretionary trust where A (or another person who is an associate of A by virtue of any paragraph, except this paragraph and paragraphs (i) and (r)) benefits, or is capable (whether by exercise of a power of appointment or otherwise) of benefitting, under the trust, either directly or through interposed entities or trusts; | | (k) | 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; | | (l) | 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; | | (m) | 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; | | (n) | 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; | | (o) | A is a related corporation of B; | | (p) | A is a corporation in which B, alone or together with other associates of B as described in paragraphs (b) to (o), is in a position to control at least 20% of the voting power in A; | | (q) | B is a corporation in which A, alone or together with other associates of A as described in paragraphs (b) to (o), is in a position to control at least 20% of the voting power in B; | | (r) | A is a person with whom B enters, or proposes to enter, into an agreement or arrangement (whether oral or in writing and whether express or implied) that relates to any of the following matters:| (i) | A and B being in a position, by acting together, to control any of the voting power in a designated entity; | | (ii) | A and B acting together with respect to the acquisition, holding or disposal of equity interests or other interests in a designated entity; | | (iii) | the power of A and B, by acting together, to appoint or remove —| (A) | a director of a designated entity; or | | (B) | in the case of a designated entity that is a business trust — a director of the trustee‑manager of the business trust; |
| | (iv) | the situation where one or more of the directors of —| (A) | a designated entity; or | | (B) | in the case of a designated entity that is a business trust — the trustee‑manager of the business trust, |
| are accustomed or under an obligation (whether formal or informal) to act in accordance with the directions, instructions or wishes of A and B acting together; |
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| | (s) | A controls more than half of the voting power of a holding company of B; | | (t) | B controls more than half of the voting power of a holding company of A; or | | (u) | A is related to B in such other manner as may be prescribed by regulations made under section 49. |
(2) A corporation (A) and another corporation (B) are deemed to be related to each other for the purposes of this section where A is —| (a) | the holding company of B; | | (b) | a subsidiary of B; or | | (c) | a subsidiary of the holding company of B. |
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(3) For the purposes of subsection (2), a corporation (A) is, subject to subsection (5), deemed to be a subsidiary of another corporation (B) if —| (a) | B controls the composition of the board of directors of A; | | (b) | B controls more than half of the voting power of A; or | | (c) | A is a subsidiary of any corporation which is B’s subsidiary. |
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(4) For the purposes of subsection (3), the composition of A’s board of directors is deemed to be controlled by B if B, by the exercise of a power exercisable by it without the consent or concurrence of any other person, can appoint or remove all or a majority of the directors, and for the purposes of this provision, B is deemed to have power to make such an appointment if —| (a) | a person cannot be appointed as a director without the exercise in the person’s favour by B of such a power; or | | (b) | a person’s appointment as a director follows necessarily from that person being a director or other officer of B. |
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(5) In determining whether one corporation (A) is the subsidiary of another corporation (B) —| (a) | any shares held or power exercisable by B in a fiduciary capacity is treated as not held or exercisable by B; | | (b) | subject to paragraphs (c) and (d), any shares held or power exercisable —| (i) | by any person as a nominee for B (except if B is concerned only in a fiduciary capacity); or | | (ii) | by, or by a nominee for, a subsidiary of B, not being a subsidiary which is concerned only in a fiduciary capacity, |
| is to be treated as being held or exercisable by B; |
| | (c) | any shares held or power exercisable by any person by virtue of the provisions of any debentures of A, or of a trust deed for securing any issue of such debentures, is to be disregarded; and | | (d) | any shares held or power exercisable by, or by a nominee for, B or its subsidiary (not being held or exercisable as mentioned in paragraph (c)) is to be treated as not held or exercisable by B if the ordinary business of B or its subsidiary (as the case may be) includes the lending of money and the shares are so held or power is so exercisable by way of security only for the purposes of a transaction entered into in the ordinary course of that business. |
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| (6) A reference in this section to the holding company of a corporation is to a corporation of which the last mentioned corporation is a subsidiary. |
| (7) For the purposes of this section, the Depository is not to be regarded as a holding company of a corporation by reason only of the shares it holds in that corporation as a bare trustee. |
| (8) Regulations made under section 49 may provide that any person or class of persons are not associates of another person for the purposes of any provision of this Part. |
(9) In this section —| “Depository” has the meaning given by section 81SF of the Securities and Futures Act 2001; |
| “officer”, in relation to a corporation, means a director or secretary of, or any person employed in an executive capacity by, the corporation. |
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| Designation of designated operating entities and designated equity interest holders |
28E.—(1) The LTA may by notification in the Gazette —| (a) | designate an entity that provides any essential transport service in Singapore, or any business trust through which any essential transport service is provided in Singapore, as a designated operating entity; or | | (b) | designate an entity that holds any equity interest in a designated operating entity as a designated equity interest holder, |
| if the LTA considers that the designation is necessary in the public interest. |
| (2) The LTA must inform the Minister of the LTA’s decision to designate an entity before publishing the notification under subsection (1) but the failure to do so does not invalidate the designation. |
(3) The notification under subsection (1) —| (a) | must specify the date on which the designation takes effect; and | | (b) | must be published in the Gazette at least 14 days before the date that the designation takes effect. |
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| (4) The LTA may by notification in the Gazette cancel a designation at any time. |
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| Division 2 — Control of designated entities |
| Notice to LTA by 5% controller of designated entity |
28F.—(1) If a person becomes a 5% controller of a designated entity on or after the effective designation date as a result of an increase in the holding of equity interest, or in the voting power controlled, by that person or any associate of that person, that person must within 7 days after becoming the 5% controller give written notice to the LTA of that fact.| (2) Any person who contravenes subsection (1) shall be guilty of an offence. |
(3) In any proceedings for a contravention of subsection (1), it is a defence for the accused to prove that the accused —| (a) | was not aware of the contravention when it occurred; and | | (b) | notified the LTA of the contravention within a period of 14 days after becoming aware of the contravention. |
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(4) In any proceedings for a contravention of subsection (1), it is also a defence for the accused to prove that, though the accused was aware of the contravention —| (a) | the contravention occurred as a result of an increase in the holding of equity interest, or in the voting power controlled, by any of the associates of the accused, in the designated entity; | | (b) | the accused has no agreement or arrangement (whether oral or in writing and whether express or implied) with that associate with respect to the acquisition, holding or disposal of equity interests or other interests, or under which they act together in exercising their voting power, in relation to the designated entity; and | | (c) | the accused notified the LTA of the contravention within a period of 7 days after the contravention. |
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| (5) Except as provided in subsections (3) and (4), it is not a defence in any proceedings for a contravention of subsection (1) to prove that the accused did not intend to or did not knowingly contravene subsection (1). |
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| Approvals of LTA in relation to equity interests and control of voting power in designated entities in certain cases |
28G.—(1) Except with the prior written approval of the LTA, a person must not —| (a) | as a result of an increase in the holding of equity interest, or in the voting power controlled, by that person or any associate of that person, become a 25% controller, 50% controller or 75% controller of a designated entity on or after the effective designation date; or | | (b) | as a result of a decrease in the holding of equity interest, or in the voting power controlled, by that person or any associate of that person, cease to be a 25% controller, 50% controller or 75% controller of a designated entity on or after the effective designation date. |
| (2) Subsection (1) does not apply if the transaction through which a person becomes a 25% controller, 50% controller or 75% controller, or ceases to be a 25% controller, 50% controller or 75% controller, is entered into before the effective designation date. |
| (3) A person must not become an indirect controller of a designated entity on or after the effective designation date unless the person has obtained the prior written approval of the LTA. |
(4) The LTA may approve an application under subsection (1)(a) or (3) if the LTA is satisfied that —| (a) | the person who is to become a 25% controller, 50% controller, 75% controller or indirect controller of a designated entity and every associate of that person known to the LTA, are fit and proper persons; | | (b) | the essential transport services provided by the following (whichever is applicable) will continue to be safe, reliable and efficient:| (i) | the designated operating entity of which the person is to become a 25% controller, 50% controller, 75% controller or indirect controller; | | (ii) | the trustee‑manager of the designated operating entity of which the person is to become a 25% controller, 50% controller, 75% controller or indirect controller; | | (iii) | in the case where the person is to become a 25% controller, 50% controller, 75% controller or indirect controller of a designated equity interest holder — the designated operating entity, or the trustee‑manager of the designated operating entity, in relation to which the designated equity interest holder is so designated; |
| | (c) | having regard to the influence of the person mentioned in paragraph (a) and every associate of that person known to the LTA, the following requirements are met:| (i) | if the designated entity is a designated operating entity — the designated operating entity or, if the designated operating entity is a business trust, its trustee‑manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; | | (ii) | if the designated entity is a designated equity interest holder —| (A) | the designated operating entity in respect of which the designated equity interest holder is so designated or, if the designated operating entity is a business trust, its trustee‑manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; and | | (B) | the designated equity interest holder or, if the designated equity interest holder is a business trust, its trustee‑manager, will continue to comply with the provisions of this Act; and |
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| | (d) | it is in the public interest to do so. |
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(5) The LTA may approve an application under subsection (1)(b) if the LTA is satisfied that —| (a) | the essential transport services provided by the following (whichever is applicable) will continue to be safe, reliable and efficient:| (i) | the designated operating entity of which the person is a 25% controller, 50% controller or 75% controller; | | (ii) | the trustee‑manager of the designated operating entity of which the person is a 25% controller, 50% controller or 75% controller; | | (iii) | in the case where the person is a 25% controller, 50% controller or 75% controller of a designated equity interest holder — the designated operating entity, or the trustee‑manager of the designated operating entity, in relation to which the designated equity interest holder is so designated; |
| | (b) | in the case where the person is a 25% controller, 50% controller or 75% controller of a designated operating entity — the designated operating entity or, if the designated operating entity is a business trust, its trustee‑manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; | | (c) | in the case where the person is a 25% controller, 50% controller or 75% controller of a designated equity interest holder —| (i) | the designated operating entity in respect of which the designated equity interest holder is so designated or, if the designated operating entity is a business trust, its trustee‑manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; and | | (ii) | the designated equity interest holder or, if the designated equity interest holder is a business trust, its trustee‑manager, will continue to comply with the provisions of this Act; and |
| | (d) | it is in the public interest to do so. |
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(6) The LTA may —| (a) | grant an approval under this section subject to any conditions that the LTA considers appropriate to impose; and | | (b) | at any time add to, vary or revoke any condition so imposed. |
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| (7) Any condition imposed by the LTA under subsection (6) has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, limited liability partnership agreement, partnership contract, trust deed or other constitution of the designated entity in relation to which the application for approval under subsection (1) or (3) is made. |
| (8) Any person who contravenes subsection (1) or (3), or who fails to comply with any condition imposed under subsection (6), shall be guilty of an offence. |
(9) In any proceedings for a contravention of subsection (1), it is a defence for the accused to prove that —| (a) | the accused was not aware of the contravention when it occurred; | | (b) | the accused notified the LTA of the contravention within a period of 14 days after becoming aware of the contravention; and | | (c) | if the LTA issued any direction under section 28M relating to the contravention —| (i) | the accused complied with the direction within the period determined by the LTA under that section; or | | (ii) | the period determined by the LTA under that section for compliance with the direction has not expired. |
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(10) In any proceedings for a contravention of subsection (1), it is also a defence for the accused to prove that even though the accused was aware of the contravention —| (a) | the contravention occurred as a result of an increase or a decrease in the holding of equity interest, or in the voting power controlled, by any of the associates of the accused, in the designated entity; | | (b) | the accused has no agreement or arrangement (whether oral or in writing and whether express or implied) with that associate with respect to the acquisition, holding or disposal of equity interests or other interests, or under which they act together in exercising their voting power, in relation to the designated entity; | | (c) | the accused notified the LTA of the contravention within a period of 7 days after the contravention or breach; and | | (d) | if the LTA issued any direction under section 28M relating to the contravention —| (i) | the accused complied with the direction within the period determined by the LTA under that section; or | | (ii) | the period determined by the LTA under that section for compliance with the direction has not expired. |
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(11) In any proceedings for a contravention of subsection (3), it is a defence for the accused to prove that —| (a) | the accused was not aware of the contravention when it occurred; | | (b) | the accused notified the LTA of the contravention within a period of 14 days after the contravention; and | | (c) | if the LTA issued any direction under section 28M relating to the contravention —| (i) | the accused complied with the direction within the period determined by the LTA under that section; or | | (ii) | the period determined by the LTA under that section for compliance with the direction has not expired. |
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| (12) Except as provided in subsections (9), (10) and (11), it is not a defence in any proceedings for a contravention of subsection (1) or (3) to prove that the accused did not intend to or did not knowingly contravene subsection (1) or (3). |
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| Appointment and removal of chief executive officer, chairperson, director, etc., of designated entity |
28H.—(1) A licensee-designated operating entity must not, on or after the effective designation date, appoint or remove an individual as its chief executive officer, the chairperson of its board of directors or any of its directors, unless the licensee‑designated operating entity has obtained the prior written approval of the LTA.(2) Each of the following persons must not, on or after the effective designation date, appoint or remove an individual as its chief executive officer or the chairperson of its board of directors unless the person has obtained the prior written approval of the LTA:| (a) | a non-licensee-designated operating entity or, in the case of a non‑licensee‑designated operating entity that is a business trust, its trustee‑manager; | | (b) | a designated equity interest holder or, in the case of a designated equity interest holder that is a business trust, its trustee‑manager. |
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| (3) A person must not, on or after the effective designation date, be appointed as a manager of, or become a partner in, a limited liability partnership that is a designated entity unless the designated entity has obtained the prior written approval of the LTA. |
| (4) A person must not, on or after the effective designation date, become a partner in a partnership that is a designated entity unless the person has obtained the prior written approval of the LTA. |
(5) The LTA may —| (a) | grant an approval under this section subject to any conditions that the LTA considers appropriate to impose; and | | (b) | at any time add to, vary or revoke any condition so imposed. |
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| (6) Any person who contravenes subsection (1), (2), (3) or (4), or who fails to comply with any condition imposed under subsection (5), shall be guilty of an offence. |
| (7) This section has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, limited liability partnership agreement, partnership contract, trust deed or other constitution, of the designated entity or the trustee‑manager of the designated entity in relation to which the application for approval under subsection (1), (2), (3) or (4) is made. |
(8) In this section —| (a) | a reference to a “licensee-designated operating entity” is to a designated operating entity that is also —| (i) | a bus operator holding a Class 1 bus service licence; or | | (ii) | a licensee holding a bus depot licence or bus interchange licence; and |
| | (b) | a reference to a “non‑licensee‑designated operating entity” is to a designated operating entity that is not a licensee‑designated operating entity. |
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| Acquisition of business of designated operating entity as going concern |
28I.—(1) A person must not, on or after the effective designation date, acquire as a going concern, a designated operating entity’s business of providing any essential transport service (or any part of such business) unless —| (a) | the person; and | | (b) | the designated operating entity or, if the designated operating entity is a business trust, its trustee‑manager, |
| have obtained the prior written approval of the LTA. |
(2) An application for the LTA’s approval under subsection (1) must be —| (a) | made jointly by the persons mentioned in subsection (1)(a) and (b); and | | (b) | made in such form and manner as the LTA may specify. |
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(3) The LTA may approve an application under subsection (1) if the LTA is satisfied that —| (a) | the person acquiring the business or part is a fit and proper person; | | (b) | after the acquisition, the essential transport service mentioned in subsection (1) will continue to be safe, reliable and efficient; | | (c) | in the case where after the acquisition, the designated operating entity continues to carry out part of the business mentioned in subsection (1) — the designated operating entity or, if the designated operating entity is a business trust, its trustee‑manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; and | | (d) | it is in the public interest to do so. |
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(4) The LTA may —| (a) | grant an approval under this section subject to any conditions that the LTA considers appropriate to impose; and | | (b) | at any time add to, vary or revoke any condition so imposed. |
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| (5) This section has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, limited liability partnership agreement, partnership contract, trust deed or other constitution, of the designated operating entity. |
| (6) Any person who contravenes subsection (1), or who fails to comply with any condition imposed under subsection (4), shall be guilty of an offence. |
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| Occurrence of certain events |
28J.—(1) A designated entity or, in the case of a designated entity that is a business trust, its trustee‑manager, must notify the LTA of any of the following agreements at least 14 days before entering into the agreement:| (a) | in the case of a designated entity that is a designated operating entity — an agreement for the outsourcing of a material function performed by the designated operating entity in the provision of any essential transport service; | | (b) | any agreement prescribed under section 49. |
| (2) Subsection (1) does not apply in relation to any agreement entered into before the expiry of 14 days after the effective designation date. |
(3) A designated entity or, in the case of a designated entity that is a business trust, its trustee‑manager, must notify the LTA of the occurrence of any of the following events within 7 days after becoming aware of the occurrence:| (a) | in the case of a designated entity that is a designated operating entity —| (i) | any civil or criminal proceedings (whether in Singapore or elsewhere) instituted against the designated entity or, if the designated entity is a business trust, its trustee‑manager, that materially impedes or impairs the operations of the designated entity carried out in the course of providing any essential transport service; or | | (ii) | any other event or any irregularity that materially impedes or impairs the operations of the designated entity carried out in the course of providing any essential transport service; |
| | (b) | the designated entity or, if the designated entity is a business trust, its trustee‑manager, being or becoming, or being likely to become, insolvent; | | (c) | the designated entity or, if the designated entity is a business trust, its trustee‑manager —| (i) | being wound up or subject to any receivership or judicial management order; or | | (ii) | entering into a compromise or scheme of arrangement; |
| | (d) | in the case of a designated entity that is a business trust — the business trust being wound up or deregistered or the making of an application for the deregistration of the business trust; | | (e) | any other event prescribed under section 49. |
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| (4) Subsection (3) does not apply where the designated entity or trustee‑manager (as the case may be) becomes aware of the occurrence of the event before the effective designation date. |
| (5) The LTA may, upon receiving a notification under subsection (1) or (3) in relation to an agreement or the occurrence of an event, direct the designated entity or trustee‑manager in question to submit to the LTA any information or document relating to the agreement or event within the period specified by the LTA. |
(6) A person who —| (a) | contravenes subsection (1) or (3); | | (b) | fails to comply with a direction of the LTA under subsection (5); or | | (c) | submits any false or misleading information or document in compliance or purported compliance with a direction of the LTA under subsection (5), |
| shall be guilty of an offence. |
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| Duty of designated entity or trustee-manager to report changes of equity and control of certain persons |
28K.—(1) If a designated entity or, in the case of a designated entity that is a business trust, its trustee‑manager, becomes aware that —| (a) | a person has, on or after the effective designation date, become a 5% controller, 25% controller, 50% controller or 75% controller of the designated entity; | | (b) | a 25% controller, 50% controller or 75% controller of the designated entity has, on or after the effective designation date, ceased to be a 25% controller, 50% controller or 75% controller (as the case may be) of the designated entity; | | (c) | a person has, on or after the effective designation date, become an indirect controller of the designated entity; or | | (d) | in a case where the designated entity is a designated operating entity — a person has, on or after the effective designation date, acquired as a going concern, the designated operating entity’s business of providing any essential transport service (or any part of such business), |
| the designated entity or trustee‑manager (as the case may be) must inform the LTA in writing within 7 days after becoming aware of that fact. |
| (2) Any person who contravenes subsection (1) shall be guilty of an offence. |
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| Restrictions on voluntary winding up, etc., of designated operating entities |
28L.—(1) Despite any other written law —| (a) | a designated operating entity that is a corporation or limited liability partnership cannot be wound up voluntarily without the consent of the LTA; | | (b) | a designated operating entity that is a partnership cannot be dissolved —| (i) | by a partner giving notice to the other partner or partners (as the case may be) of the partner’s intention to dissolve the partnership; or | | (ii) | by the partners agreeing to dissolve the partnership, |
| without the consent of the LTA; |
| | (c) | a designated operating entity that is a business trust cannot be wound up voluntarily without the consent of the LTA; | | (d) | 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 designated operating entity that is a corporation, unless that person has served 14 days’ notice in writing of that person’s intention to make that application on the LTA; | | (e) | no judicial management order under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 may be made in relation to a designated operating entity that is a corporation without the consent of the LTA; | | (f) | no interim judicial manager or judicial manager may be appointed under section 94 of the Insolvency, Restructuring and Dissolution Act 2018 in respect of a designated operating entity that is a corporation without the consent of the LTA; | | (g) | a person must not take any step to enforce any security over —| (i) | the property of a designated operating entity; or | | (ii) | in the case of a designated operating entity that is a business trust — the trust property of the trust, |
| unless that person has served 14 days’ notice in writing of that person’s intention to take that step on the LTA; and |
| | (h) | a person must not take any step to execute or enforce any judgment or order of court obtained against a designated operating entity unless that person has served 14 days’ notice in writing of that person’s intention to take that step on the LTA. |
(2) The LTA must be 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 designated operating entity that is a corporation; | | (b) | any proceedings relating to the making of a judicial management order under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to a designated operating entity that is a corporation; | | (c) | any proceedings under the Insolvency, Restructuring and Dissolution Act 2018 relating to the winding up of the affairs of a designated operating entity that is a company or an unregistered company; | | (d) | any proceedings under the Limited Liability Partnerships Act 2005 relating to the winding up of the affairs of a designated operating entity that is a limited liability partnership; and | | (e) | any proceedings before any court for the dissolution, winding up or termination (as the case may be) of any designated operating entity that is an entity not mentioned in paragraph (c) or (d). |
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| (3) A court must, when deciding any proceedings mentioned in subsection (2), take into consideration any representations made by the LTA in those proceedings. |
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| Division 3 — Remedial directions |
| Remedial directions relating to section 28G |
28M.—(1) Subsection (2), (3) or (4) applies if —| (a) | the LTA is satisfied that a person (called in this section a defaulter) —| (i) | has contravened section 28G(1) or (3) or failed to comply with a condition imposed on that person under section 28G(6); or | | (ii) | has provided false or misleading information or documents in connection with an application for approval under section 28G(1) or (3); or |
| | (b) | the LTA would not have granted its approval under section 28G(1) or (3) had it been aware, at the time of approval, of circumstances relevant to a defaulter’s application for such approval. |
(2) Where the defaulter is a 25% controller, 50% controller or 75% controller of the designated entity, the LTA may do any one or more of the following:| (a) | direct the defaulter to take such steps as are necessary, within the period specified by the LTA, to cease to be a 25% controller, 50% controller or 75% controller (as the case may be) of the designated entity; | | (b) | direct the transfer or disposal of all or any of the equity interests in the designated entity held by the defaulter or any of the defaulter’s associates (called in this section and section 28N the section 28M(2) equity interests), within such time and subject to such conditions as the LTA considers appropriate; | | (c) | restrict or prohibit the transfer or disposal of all or any of the section 28M(2) equity interests, subject to any conditions that the LTA considers appropriate; | | (d) | make any other direction that the LTA considers appropriate. |
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(3) Where, as a result of a person (called in this subsection the transferee) acquiring any equity interests from the defaulter who is a 25% controller, 50% controller or 75% controller of the designated entity (called in this section and section 28N the section 28M(3) equity interests), the defaulter ceases to be a 25% controller, 50% controller or 75% controller (as the case may be) of the designated entity, the LTA may do one or more of the following:| (a) | direct the transferee to take such steps as are necessary, within the period specified by the LTA, to cease to hold all or any of the section 28M(3) equity interests; | | (b) | direct the defaulter to take such steps as are necessary within the period specified by the LTA, to resume being a 25% controller, 50% controller or 75% controller (as the case may be) of the designated entity; | | (c) | direct the acquisition, transfer or disposal of all or any of the section 28M(3) equity interests within such time and subject to such conditions as the LTA considers appropriate; | | (d) | restrict or prohibit the transfer or disposal of all or any of the section 28M(3) equity interests, subject to any conditions that the LTA considers appropriate; | | (e) | make any other direction that the LTA considers appropriate. |
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(4) Where the defaulter is an indirect controller of the designated entity, the LTA may do one or both of the following:| (a) | direct the defaulter, or direct the designated entity or, if the designated entity is a business trust, its trustee‑manager, to take such steps as are necessary, within the period specified by the LTA, to cease to be such an indirect controller or to cause the defaulter to cease to be such an indirect controller; | | (b) | make any other direction that the LTA considers appropriate. |
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| Effect of remedial directions issued under section 28M, etc. |
28N.—(1) Any direction issued to a person, and any condition imposed, under section 28M(2) or (3) take effect despite —| (a) | any other written law; | | (b) | anything in any listing rules as defined in section 2(1) of the Securities and Futures Act 2001; and | | (c) | the provisions of the memorandum or articles of association, limited liability partnership agreement, partnership contract, trust deed or other constitution of the designated entity in question. |
(2) Without affecting subsection (1), where any direction is issued under section 28M(2) or (3), then, until the direction is carried out or is suspended or revoked —| (a) | the voting rights in respect of the section 28M(2) equity interests or section 28M(3) equity interests that are subject to the direction are not exercisable, unless the LTA expressly permits those rights to be exercised; | | (b) | the voting power that the person to whom the direction is issued controls, whether alone or together with that person’s associates, in the designated entity is not exercisable, unless the LTA expressly permits that power to be exercised; | | (c) | no equity interest in the designated entity is to be issued or offered (whether by way of dividends or otherwise) in respect of the section 28M(2) equity interests or section 28M(3) equity interests that are subject to the direction, unless the LTA expressly permits that issue or offer; and | | (d) | no amount may be paid (whether by way of profits, income or otherwise) in respect of the section 28M(2) equity interests or section 28M(3) equity interests that are subject to the direction, unless the LTA expressly authorises such payment. |
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| (3) Subsection (2)(d) does not apply in the event of the winding up, dissolution, termination or deregistration of the designated entity. |
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| Remedial directions relating to section 28H |
28O.—(1) Subsection (2) applies where —| (a) | an individual has been appointed or removed in contravention of section 28H(1) or (2), or a person has been appointed a manager of or becomes a partner in a designated entity in contravention of section 28H(3) or (4); | | (b) | any condition of approval imposed under section 28H(5) has not been complied with; | | (c) | any of the following persons has provided false or misleading information or documents to the LTA in connection with an application for approval under section 28H(1), (2), (3) or (4):| (i) | a designated entity; | | (ii) | the trustee-manager of a designated entity; | | (iii) | the person mentioned in section 28H(4); or |
| | (d) | the LTA would not have granted its approval under section 28H(1), (2), (3) or (4) had it been aware, at the time of approval, of circumstances relevant to a person’s application for such approval. |
(2) The LTA may issue a direction to the designated entity or trustee-manager in question (as the case may be) to do as follows (whichever is applicable):| (a) | remove the individual as the chief executive officer, the chairperson of the board of directors or a director of the designated entity or trustee‑manager, as the case may be; | | (b) | reinstate the individual as the chief executive officer, the chairperson of the board of directors or a director of the designated entity or trustee‑manager, as the case may be; | | (c) | remove the person as a manager of or partner in the designated entity. |
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| (3) A direction issued under this section (including a direction varied under section 28Q(2)) has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, limited liability partnership agreement, partnership contract, trust deed or other constitution, of the designated entity or trustee‑manager in question. |
| (4) Nothing in subsection (2) is to be taken as depriving a person who is removed under that subsection of compensation or damages payable to the person in respect of the termination of his or her appointment as the chief executive officer, the chairperson of the board of directors, a director, or the person’s removal as a manager or partner. |
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| Remedial directions relating to section 28I |
28P.—(1) Subsection (2) applies where —| (a) | a person has contravened section 28I(1); or | | (b) | where the LTA has granted its approval under section 28I(1) —| (i) | any condition of approval imposed under section 28I(4) has not been complied with; | | (ii) | either of the joint applicants mentioned in section 28I(1)(a) or (b) has provided false or misleading information or documents to the LTA in connection with the application for the approval; or | | (iii) | the LTA would not have granted its approval under section 28I(1) had it been aware, at the time of approval, of circumstances relevant to the application for such approval. |
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(2) The LTA may —| (a) | direct the person who has acquired as a going concern the business or part of the business mentioned in section 28I(1) to transfer or dispose of all or any part of the business within such time and subject to such conditions as the LTA considers appropriate; | | (b) | prohibit or restrict the transfer or disposal of all or any part of the business; or | | (c) | issue any other direction that the LTA considers appropriate. |
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| (3) A direction issued under this section (including a direction varied under section 28Q(2)) has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, limited liability partnership agreement, partnership contract, trust deed or other constitution, of the designated operating entity in question. |
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| Other provisions relating to remedial directions |
28Q.—(1) Before issuing any direction to a person under section 28M, 28O or 28P, the LTA must —| (a) | unless the LTA decides that it is not practicable or desirable to do so, give the person written notice of the LTA’s intention to issue the direction and specify a date by which the person may make written representations with regard to the direction; and | | (b) | consider every written representation from the person received on or before the specified date mentioned in paragraph (a). |
| (2) The LTA may, at any time, revoke, vary or discharge, or suspend the operation of, any direction given by it under section 28M, 28O or 28P. |
| (3) A person who fails to comply with a direction issued by the LTA under section 28M, 28O or 28P (including a direction that is varied under subsection (2)) within the period specified by the LTA shall be guilty of an offence. |
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| Penalties under this Part |
| 28R. A person guilty of an offence under this Part shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 6 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.”. |
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9. In the BSI Act, after Part 5, insert —“PART 5A SPECIAL ADMINISTRATION ORDERS
AND OTHER ORDERS FOR
DESIGNATED OPERATING ENTITIES |
| Interpretation of this Part |
33A.—(1) In this Part —| “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. |
(2) In this Part —| (a) | a reference to the affairs, business, undertaking, operations or activities of a designated operating entity that is a business trust is to the affairs, business, undertaking, operations or activities (as the case may be) carried on by the trustee‑manager of the business trust on behalf of the business trust; and | | (b) | a reference to the obligations of a designated operating entity that is a business trust is to the obligations undertaken by the trustee‑manager of the business trust on behalf of the business trust. |
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| Non-application of this Part to designated operating entities that are licensees |
33B. This Part does not apply to or in relation to any designated operating entity that is also —| (a) | a bus operator holding a Class 1 bus service licence; or | | (b) | a licensee holding a bus depot licence or bus interchange licence. |
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| Meaning and purposes of special administration order |
33C.—(1) A special administration order is an order of the Minister made in relation to a designated operating entity on or after the effective designation date and in accordance with section 33D, directing that during the period the order is in force, the affairs, business and property of that entity are to be managed by a person appointed by the Minister which may be the LTA (called in this Part an appointed person) —| (a) | for securing one or more of the purposes specified in subsection (2); and | | (b) | in a manner that protects the interests of the shareholders, unitholders or beneficiaries (as the case may be), and the customers and creditors, of the entity. |
(2) For the purposes of subsection (1)(a), the purposes are —| (a) | the security and reliability of the business, undertaking or activities of the designated operating entity in Singapore relating to the entity’s provision of any essential transport service; | | (b) | the survival of the designated operating entity or the whole or any part of the business or undertaking of the entity, 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 business or undertaking of the designated operating entity as is necessary to ensure that the obligations of the entity in relation to its business, undertaking or activities of providing any essential transport service may be properly carried out; and | | (d) | the carrying out of the obligations of the designated operating entity mentioned in paragraph (c) pending the transfer, as a going concern, of the entity’s business or undertaking mentioned in that paragraph to any other person or persons. |
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| Power to make special administration order and other orders |
33D.—(1) If, on an application made to the Minister by the LTA, the Minister is satisfied that any one or more of the grounds specified in subsection (2) are satisfied in relation to a designated operating entity, the Minister may make any one or more of the following orders:| (a) | a special administration order in relation to the designated operating entity; | | (b) | an order requiring —| (i) | the designated operating entity; or | | (ii) | in the case of a designated operating entity that is a business trust — the trustee‑manager of the business trust, |
| to immediately take any action or to do or not do any act or thing where the Minister considers that the action or the doing or not doing of the act or thing is necessary for the business, undertaking or activities of the designated operating entity of providing any essential transport service; |
| | (c) | an order appointing a person (called in this Part an advisor) to advise —| (i) | the designated operating entity; or | | (ii) | in the case of a designated operating entity that is a business trust — the trustee‑manager of the business trust, |
| in the proper conduct of the business, undertaking or activities of the designated operating entity mentioned in paragraph (b). |
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(2) For the purposes of subsection (1), the grounds are the following:| (a) | the designated operating entity is or is likely to be unable to pay its debts; | | (b) | the Minister considers it to be in the interest of the security and reliability of the provision of any essential transport service by the designated operating entity; | | (c) | the Minister considers it to be in the public interest. |
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| (3) Notice of any order under subsection (1) must be given immediately by the Minister to such persons and in such manner as may be determined by the Minister. |
(4) The Minister may make a special administration order in relation to a designated operating entity despite the commencement of (as applicable) —| (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 designated operating entity, being a corporation; | | (b) | any proceedings relating to the making of a judicial management order under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to the designated operating entity, being a corporation; | | (c) | any meeting convened under section 94(7) of the Insolvency, Restructuring and Dissolution Act 2018 in respect of the designated operating entity, being a corporation; | | (d) | any proceedings under the Insolvency, Restructuring and Dissolution Act 2018 relating to the winding up of the affairs of the designated operating entity, being a company or an unregistered company; | | (e) | any proceedings under the Limited Liability Partnerships Act 2005 relating to the winding up of the affairs of the designated operating entity, being a limited liability partnership; or | | (f) | any proceedings before any court for the dissolution, winding up or termination (as the case may be) of the designated operating entity, being an entity not mentioned in paragraph (d) or (e). |
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(5) For the purposes of this section, a designated operating entity is unable to pay its debts if —| (a) | a creditor (by assignment or otherwise) to whom the entity is indebted in a sum exceeding the sum mentioned in section 125(2)(a) of the Insolvency, Restructuring and Dissolution Act 2018 then due has served on the entity, by leaving at the registered office of the entity, a written demand by the creditor or the creditor’s lawfully authorised agent requiring the entity to pay the sum so due, and the entity has for 3 weeks after the service of the demand neglected to pay the sum, or to secure or compound for it to the reasonable satisfaction of the creditor; | | (b) | an enforcement order or other process issued to enforce a judgment, decree or order of any court in favour of a creditor of the entity is returned unsatisfied in whole or in part; or | | (c) | it is proved to the satisfaction of the General Division of the High Court that the entity is unable to pay its debts. |
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| Ancillary directions, etc., when special administration order, etc., is made |
33E.—(1) A special administration order under this Part may specify that —| (a) | the appointed person has such functions and powers in relation to the operations of the designated operating entity as are specified in the order; | | (b) | the designated operating entity or, if the designated operating entity is a business trust, its trustee‑manager, is to stop providing a specified service or facility from a specified date; and | | (c) | the appointed person must have access to, and take control of, the property (including intellectual property), licences and employees used or required by the designated operating entity or, if the designated operating entity is a business trust, its trustee‑manager, for the purposes of carrying on the operations of the designated operating entity as are specified in the order. |
(2) A special administration order under this Part may also contain ancillary directions that may —| (a) | direct how the costs of the operations specified in the order and revenue generated from those operations, are to be dealt with; | | (b) | fix the remuneration and expenses to be paid by the designated operating entity or trustee‑manager to the appointed person; | | (c) | specify the period for which the order under this section applies; and | | (d) | specify any other conditions that may apply. |
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| (3) An order under section 33D(1)(c) may also contain an ancillary direction that fixes the remuneration and expenses to be paid by the designated operating entity or trustee‑manager to the advisor. |
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| Effect of special administration order and other orders |
33F.—(1) Any decision of the Minister under section 33D(1) is final.| (2) A special administration order operates to the exclusion of rights that are inconsistent with the order. |
| (3) Nothing in Part 4 or 4A applies to prohibit or invalidate any special administration order or other order made under this Part or any transaction entered into to give effect to such an order. |
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| Duties of designated operating entity or trustee‑manager, etc. |
33G.—(1) The designated operating entity that is the subject of a special administration order under this Part or, in the case of such a designated operating entity that is a business trust, its trustee‑manager —| (a) | must facilitate the handover of the operations to the appointed person as specified in the order; | | (b) | must not obstruct the appointed person’s access to property or the exercise by the appointed person of the appointed person’s responsibilities under or pursuant to the special administration order; and | | (c) | must comply with reasonable directions given by the appointed person in the exercise of the appointed person’s responsibilities under or pursuant to the special administration order. |
| (2) The designated operating entity or trustee‑manager which fails to comply with subsection (1) or an order under section 33D(1)(b) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 6 months or to both. |
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| Transfer of property, etc., under special administration order |
33H.—(1) Without limiting sections 33C, 33D and 33E, a special administration order may provide for the following matters:| (a) | the transfer to one or more prescribed transferees (which may or may not be the appointed person) of the following (whichever is applicable):| (i) | the property, rights and liabilities of a designated operating entity; | | (ii) | in the case of a designated operating entity that is a business trust — the property of the business trust, and the rights held and the liabilities incurred by the trustee‑manager of the business trust in its capacity as trustee‑manager of the business trust; |
| | (b) | matters that are consequential or related to any such transfer. |
(2) If the Minister makes a special administration order providing for any matter mentioned in subsection (1), the Minister must, by notification in the Gazette, establish a scheme within the following period for determining the amount of any compensation payable by the prescribed transferee to the designated operating entity or the trustee‑manager or unitholders of the business trust (as the case may be) for the transfer of the property, rights and liabilities:| (a) | 6 months after the date of the making of the special administration order; | | (b) | any longer period after the date of the making of the special administration order, as agreed between the prescribed transferee and the designated operating entity or trustee‑manager. |
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(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. |
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| (4) In this section, “prescribed transferee” means the LTA or a person nominated by the Minister. |
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| Regulations for this Part |
33I. The Minister may make regulations under section 49 for giving effect to this Part, including —| (a) | regulations governing the transfer of property, rights and liabilities of or in relation to a designated operating entity mentioned in section 33H(1)(a) and matters consequential or related to such transfer; and | | (b) | if 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.”. |
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10. In the BSI Act, in section 39(1) —| (a) | in paragraph (a), after sub-paragraph (i), insert —| “(ia) | any condition of approval under section 19;”; and |
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| | (b) | in paragraph (f)(i), replace “chief executive” with “chief executive officer”. |
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11. In the BSI Act, in section 41, after subsection (3), insert —“(3A) Any person who is aggrieved by any of the following decisions of the LTA may appeal to the Minister against the decision:| (a) | any decision to designate an entity under section 28E; | | (b) | any refusal to grant an approval required under section 28G, 28H or 28I; | | (c) | any decision to impose, add to or vary any condition under section 28G, 28H or 28I; | | (d) | any decision to issue a direction under section 28M, 28O or 28P or to vary a direction under section 28Q(2).”. |
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| 12. In the BSI Act, in section 42, replace “Minister of State or Parliamentary Secretary” wherever it appears with “Minister of State, Senior Minister of State, Parliamentary Secretary or Senior Parliamentary Secretary”. |
13. In the BSI Act, in Part 8, before section 43, insert —42A.—(1) The LTA may make advisory guidelines with a view to providing guidance or certainty in respect of any one or more of the provisions in this Act.(2) Advisory guidelines, for example, may be made about —| (a) | what amounts to a material function of a designated operating entity for the purposes of section 28J(1)(a); or | | (b) | the relevant principles to consider in determining what amounts to a material impediment to or impairment of the operations of a designated operating entity for the purposes of section 28J(3)(a). |
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| (3) The LTA may make different advisory guidelines under subsection (1) in respect of different persons or entities or different classes of persons or entities. |
(4) The Authority must —| (a) | give a copy of each advisory guideline it makes to the Minister; and | | (b) | publish each advisory guideline (in any way that the Authority thinks fit), send each advisory guideline to each person or entity to whom the guideline applies (by any mode the Authority thinks fit), or both. |
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| (5) Despite subsection (4)(b), the Authority must publish each advisory guideline (in any way that the Authority thinks fit) if the advisory guideline has any effect on the rights of any person or entity other than the person or entity to which the advisory guideline applies. |
| (6) The failure to comply with subsection (4) or (5) in respect of any advisory guideline does not invalidate the advisory guideline.”. |
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| 14. In the BSI Act, in section 46, after “all or any provisions”, insert “(or any part of any provision)”. |
15. In the BSI Act, after section 48, insert —| 48A. The Minister may, by order in the Gazette, amend the Schedule.”. |
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16. In the BSI Act, after section 49, insert —BUS SERVICES AND OTHER SERVICES FOR
PURPOSES OF PARAGRAPHS (b) AND (c) OF
DEFINITION OF “ESSENTIAL TRANSPORT
SERVICE” |
| 1. Any regular route service provided pursuant to a public bus services contract entered into under section 6(2). |
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| 1. Monitoring and management of any regular route service provided pursuant to a public bus services contract entered into under section 6(2).”. |
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