3.—(1) For the purposes of sections 251(2)(ii) and (9)(c)(i), 272A(10)(i)(A), 282L(2)(ii) and (9)(c)(i) and 330(1)(c) and the definition of “information memorandum” in section 275(2) of the Act, a reference to the affairs of an entity, the person making the offer, an issuer or an underlying entity (referred to in this regulation as the relevant entity) shall, unless the contrary intention appears, be construed as including a reference to —| (a) | the promotion, formation, membership, control, business, trading, transactions and dealings (whether alone or jointly with another person or other persons and including transactions and dealings as agent, bailee or trustee), property (whether held alone or jointly with another person or other persons and including property held as agent, bailee or trustee), liabilities (including liabilities owned jointly with another person or other persons and liabilities as trustee), profits and other income, receipts, losses, outgoings and expenditure of the relevant entity; | | (b) | where the relevant entity is a trustee (but without limiting the generality of sub-paragraph (a)), matters concerned with the ascertainment of the identity of the persons who are beneficiaries under the trust, their rights under the trust and any payment that they have received, or are entitled to receive, under the terms of the trust; | | (c) | the internal management and proceeding of the relevant entity; | | (d) | any act or thing done (including any contract made and any transaction entered into) by or on behalf of the relevant entity, or to or in relation to the relevant entity or its business or property —| (i) | at a time when a receiver, or a receiver and manager, or an equivalent person, is in possession of, or has control over, property of the relevant entity; | | (ii) | under a repayment agreement between the relevant entity and a majority of or all its creditors in respect of the debts owed by the relevant entity to these creditors; or | | (iii) | at a time when the relevant entity is being wound up or otherwise dissolved; |
| | (e) | without limiting the generality of sub-paragraph (d)(i), (ii) and (iii), any conduct of the receiver, receiver and manager or equivalent person, or the person administering the repayment arrangement, or the person administering the winding up or dissolution; | | (f) | the ownership of equity interests in, debentures of, units of debentures of, or other securities issued by, the relevant entity; | | (g) | the power of persons to exercise, or to control the exercise of, the rights to vote attached to equity interests in the relevant entity or to dispose of, or to exercise control over the disposal of, such interests; | | (h) | matters concerned with the ascertainment of the persons who are or have been financially interested in the success or failure, or apparent success or failure, of the relevant entity or are or have been able to control or materially to influence the policy of the relevant entity; | | (i) | the circumstances under which a person acquired or disposed of, or became entitled to acquire or dispose of, equity interests in, debentures of, units of debentures of, or other securities issued by, the relevant entity; | | (j) | where the relevant entity has issued units in a collective investment scheme, any matters concerning the financial or business undertaking, scheme, common enterprise or investment contract to which the units relate; or | | (k) | matters relating to or arising out of the audit of, or working papers or reports of an auditor concerning, any matters referred to in sub-paragraphs (a) to (j). |
(2) In paragraph (1) —| “equity interest”, in relation to the relevant entity, means any right or interest, whether legal or equitable, in the relevant entity, by whatever name called, and includes any option to acquire any such right or interest in the relevant entity; |
| “securities” has the same meaning as in section 2(1) of the Act. |
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| (3) This regulation shall apply where the relevant entity is not a corporation. |
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