3.—(1) For the purposes of sections 251(18)(b) and (19)(b), 272A(11)(b), 275(2A)(b) and 330(3)(b) of the Act, unless the contrary intention appears, a reference to the affairs of any of the following (as the case may be) that is not a corporation (each called in this regulation a relevant entity), includes a reference to all the matters in paragraph (2):| (a) | an entity; | | (b) | a person making an offer; | | (c) | an issuer; | | (d) | an underlying entity. |
(2) For the purposes of paragraph (1), the matters are —| (a) | all of the following:| (i) | the promotion, formation, membership, control, business or trading of the relevant entity; | | (ii) | the transactions and dealings entered into by the relevant entity (whether entered into alone or jointly with another person or other persons), including transactions and dealings entered into by the relevant entity as an agent, a bailee or a trustee; | | (iii) | the property held by the relevant entity (whether held alone or jointly with another person or other persons), including property held by the relevant entity as an agent, a bailee or a trustee; | | (iv) | liabilities of the relevant entity, including liabilities that are owned jointly by the relevant entity with another person or other persons and liabilities that are incurred by the relevant entity as a trustee; | | (v) | profits and other income, receipts, losses, outgoings and expenditure of the relevant entity; |
| | (b) | where the relevant entity is a trustee of a trust, without limiting sub‑paragraph (a), matters concerned with the ascertainment of the identities 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, 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 arrangement 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 sub‑paragraph (d)(i), (ii) and (iii), any conduct of —| (i) | the receiver, receiver and manager, or equivalent person mentioned in sub‑paragraph (d)(i); | | (ii) | the person administering the repayment arrangement mentioned in sub‑paragraph (d)(ii); or | | (iii) | the person administering the winding up or dissolution of the relevant entity; |
| | (f) | the ownership of specified interests in, debentures of, units of debentures of, or other securities or securities‑based derivatives contracts issued by, the relevant entity; | | (g) | the power of persons to exercise, or to control the exercise of, the following rights:| (i) | the right to vote attached to specified interests in the relevant entity; | | (ii) | the right to dispose of specified interests in the relevant entity; | | (iii) | the right to exercise control over the disposal of specified interests in the relevant entity; |
| | (h) | matters concerned with the ascertainment of the persons who —| (i) | are or have been financially interested in the success or failure, or apparent success or failure, of the relevant entity; or | | (ii) | are or have been able to control or materially 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, specified interests in, debentures of, units of debentures of, or other securities or securities-based derivatives contracts issued by, the relevant entity; | | (j) | where the relevant entity has issued units in a collective investment scheme, matters concerning the financial or business undertaking, scheme, common enterprise or investment contract to which the units relate; and | | (k) | matters relating to or arising out of the audit of any matters mentioned in sub‑paragraphs (a) to (j), or working papers or reports of an auditor concerning any of those matters. |
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(3) In paragraph (1) —| “securities” and “securities‑based derivatives contracts” have the meanings given by section 2(1) of the Act; |
| “specified 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. |
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